UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
                                 --------------
(Mark One)

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

For the fiscal year ended December 31, 1999

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from ______ to _______

                         Commission File Number 0-27190

                           5B TECHNOLOGIES CORPORATION
                   (formerly PARAMOUNT FINANCIAL CORPORATION)
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                          11-3529387
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                           Identification No.)
                                One Jericho Plaza
                             Jericho, New York 11753
                    (Address of Principal Executive Offices)

                                 (516) 938-3400
              (Registrant's Telephone Number, Including Area Code)

      Securities registered pursuant to Section 12(b) of the Act: None.

      Securities registered pursuant to Section 12(g) of the Act:

                     Units, each consisting of two shares of
                      Common Stock and two Class A Warrants
                      -------------------------------------
                                (Title of class)

          Class A Warrants, each to purchase one share of Common Stock
          ------------------------------------------------------------
                                (Title of class)

                     Common Stock, $0.04 par value per share
                     ---------------------------------------

                                (Title of class)

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                     Yes |X|                     No |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|

      The aggregate market value of the voting stock (Common Stock) held by
non-affiliates of the Registrant on March 15, 2000 was approximately $18,542,000
based on the closing sales price of such stock on such date, as reported by the
Nasdaq SmallCap Market.

      The number of shares outstanding of the Registrant's Common Stock, as of
March 15, 2000 was: 2,135,500 shares of Common Stock, $0.04 par value.
<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

      The Registrant's Definitive Proxy Statement relating to the Registrant's
2000 Annual Meeting of Stockholders, to be filed by the Registrant with the
Securities and Exchange Commission on or before April 30, 2000, is hereby
incorporated by reference into Part III of this Annual Report on Form 10-K.

<PAGE>

                                     PART I

ITEM 1  -  BUSINESS

      5B Technologies Corporation (formerly Paramount Financial Corporation) and
subsidiaries ("5B" or the "Company") is a comprehensive business solution
provider, offering customers a wide range of integrated services, including
Internet solutions, information technology ("IT") consulting, systems
integration, staffing services and lease financing. The Company includes three
wholly owned subsidiaries, Paratech Resources, Inc. ("Paratech"), Deltaforce
Personnel Services, Inc. ("Deltaforce") and Paramount Operations Inc.
("Paramount").

      On February 14, 2000, the Company completed a corporate structure
reorganization under Delaware law. As a result of the reorganization, 5B
Technologies Corporation became the new public parent holding company for the
three subsidiaries. The new corporate name and structure reflect the Company's
change, in 1999, of its business focus to its systems integration and
consulting, website development and Internet consulting, and temporary staffing
businesses, and its de-emphasizing of the equipment leasing business.

      The evolution of 5B from a technology equipment leasing and trading
company to a full service Internet and IT business solution provider began in
1996. During the first quarter of that year, in response to the Company's need
to provide its customers with more-value added services, the Company created a
new wholly owned subsidiary, Paratech Resources, Inc. Paratech began offering
customers full IT service solutions, including hardware, software, system
design, systems integration and other value-added support services.

      In order to further enhance and expand its system integration services and
solutions business, Paratech acquired Comptech Resources, Inc. ("Comptech") in
October 1998. Comptech was a systems consulting, software application, Year 2000
compliance and Internet design and development firm. The acquisition of Comptech
brought to the Company a specialization in client-server accounting, sales-force
automation, web development and e-commerce solutions.

      To expand its Internet solutions business and to add the ability to host
clients, Paratech acquired, in March 1999, certain assets of Web Business
Systems Inc. ("Web"), a small New York based web hosting and development
company. The acquisitions of Comptech and Web have enabled the Company to offer
a full complement of state-of-the-art Internet and IT solutions.

      The Company's strategic diversification and expansion strategy also
resulted in two other acquisitions during 1998. In January 1998, the Company
completed the acquisition of Deltaforce Personnel Services, Inc., a privately
held New York City based staffing company specializing in legal support staffing
("Deltaforce"). This acquisition further enhanced the Company's product
offerings by including staffing services to its expanding list of integrated
services. The Deltaforce acquisition was followed in August 1998 by the
acquisition of RBW Staffing Services, Inc. (d/b/a Wordsmiths) ("Wordsmiths"), a
New York City based staffing company also specializing in legal support
staffing. Following this second acquisition, the Company merged the operations
of Wordsmiths into Deltaforce to form "The DeltaGroup." As a result of the
Deltaforce and Wordsmiths acquisitions, the Company became able to offer not
only temporary legal support staffing, but also temporary and permanent IT
placements.

      Throughout this period of strategic expansion and diversification, the
Company maintained its lease portfolio and in 1999 selectively engaged in new
lease transactions. The leasing operations of the Company are conducted by
Paramount Operations Inc.


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<PAGE>

INTERNET SOLUTIONS BUSINESS

Industry Background

Growth of the Internet

      The Internet has experienced rapid growth in recent years. According to
International Data Corporation, a leading research firm, the number of Internet
users was 196 million worldwide at the end of 1999 and will continue to grow to
502 million by the end of 2003. The broad acceptance of the Internet has
resulted in the creation of Intranets and Extranets, which allow a company and
its customers, employees and suppliers to communicate in new and different ways.
Intranets are secure web sites accessible only within a given company and
Extranets are Intranets which are also accessible to select outsiders.

Growth of E-Commerce

      Much of the growth of the Internet has been driven by corporate
recognition that the Internet can be used to achieve competitive advantage. The
growth in the use of the Internet and the expansion of uses for the Internet
have led to the creation of numerous start-up companies that seek to take
advantage of new market opportunities including the sale and delivery of goods
and services via the Internet. International Data Corporation expects dramatic
growth in total world e-commerce transaction volume, predicting an increase to
$2.8 trillion in 2003.

Market for Internet Services

      The development and implementation of Internet solutions requires the
successful integration of creative design and systems engineering skills.
Historically, these areas have not existed within most companies. Accordingly,
many businesses have chosen to outsource a significant portion of the
development, design and maintenance of their web sites, Intranets, Extranets and
e-commerce applications to independent service providers who can capitalize on
their creative and technical expertise. Such outsourcing needs have generated
worldwide demand for Internet professional services, which International Data
Corporation estimates will grow from $8 billion in 1998 to $79 billion in 2003.
The Company believes that the rapidly growing demand for Internet solutions has
created significant opportunities for strategic Internet service providers such
as Paratech.

Operations

      Paratech provides comprehensive Internet-based solutions to small and
medium size companies, primarily in the New York Metropolitan area. For the year
ended December 31, 1999, the Internet solutions business generated $2.0 million
in revenue from eight projects and its web hosting services. While the Internet
division generated only 21% of Paratech's total revenue for 1999, the Company
believes that this percentage can increase in future years if the Company can
successfully grow this business to address the rapid growth in the Internet
discussed above.

      Paratech helps businesses identify how the Internet can be used to their
competitive advantage and uses its expertise in creative design and systems
engineering to develop and deploy advanced Internet applications and solutions.
Our service offerings include:


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<PAGE>

          o   Web site design and development
          o   Customized web hosting
          o   Internet strategy consulting
          o   E-commerce strategy and applications
          o   Digital media solutions

      Paratech uses its engineering capabilities to deliver complex
Internet-based business solutions. Its engineers provide application development
and systems integration services by employing proven Internet technologies such
as Java, Perl, Cold Fusion, CGI, C and C++. Additionally, the Company has
customized modular software applications that can be re-used for more than one
client or for more than one engagement. This library of re-usable applications
continues to grow as projects are completed. To support our growing technology
development capability, the Company has increased its Internet solutions
business's engineering staff by 150% through the addition of new highly-skilled
personnel. Paratech also established strategic affiliations with leading
technology vendors, such as Microsoft, Intershop, Cisco, Computer Associates and
UUNET. These affiliations typically allow us early access to training, product
support and technology developed by these companies.

      Typical Paratech engagements include (1) the strategic application of
E-commerce solutions to enhance existing business processes, (2) the
identification of new business opportunities created by the Internet, (3) the
use of creative design and marketing to acquire, cross-sell and retain customers
on-line, and (4) the integration of web-based applications to our clients'
existing systems. In each consulting engagement, the client can contract for the
specific services it requires, depending on the nature of the engagement and the
capabilities of the client's organization. Paratech generally bills its clients
on a fixed price basis, however some engagements may be on a time-and-material
basis. Additionally, as part of our fee arrangement, Paratech may receive a
small percentage of the revenues to be generated by the web site for a specified
period of time or equity in the client company.

      The Company's Internet solution process consists of four phases:

            1. Strategy Consulting. Paratech works closely with the client to
conduct a thorough study of its strategic market position, business requirements
and existing systems to determine the ways in which Internet solutions can
improve the client's business. The Company then delivers its recommendations
taking into account the client's budget, timeline and available resources.

            2. Design. After the strategic groundwork has been formulated, the
Company translates the client's strategic requirements into a system design
architecture, a blueprint that defines the roles the system will perform to meet
these requirements.

            3. Technology Development. In the development phase, Paratech builds
a testable version of the client's solution based on the blueprint provided in
the design phase. Paratech designs, codes, integrates and tests all necessary
programs and components.

            4. Implementation Phase. In this phase, Paratech tests the solution
created in the development phase and prepares it to be deployed into a full
production system. Paratech delivers the system to the client, installs it,
converts and initializes all necessary data, performs acceptance testing and
places the


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<PAGE>

system into operation. Paratech also integrates any necessary Intranet solutions
to ensure that each client's critical applications are secure and seamless.

Competition

      Although the market for Internet solutions is relatively new, it is
already highly competitive. We believe that competition will intensify and
increase in the future. The market is rapidly evolving and is subject to
continuous technological change. Paratech's competitors can be divided into
several groups:

                  o Small and large Internet solutions service providers
                  o Large information technology consulting service providers
                  o Computer hardware and service vendors
                  o Strategic consulting firms
                  o Interactive advertising agencies

      Paratech competes on the basis of a number of factors, including the
attractiveness of the Internet solutions offered, the breadth and quality of
these services, creative design, engineering expertise, pricing, and
understanding clients' strategies and needs. In order to gain a competitive
advantage, Paratech is constantly integrating new technologies, such as digital
medial technology, into its development efforts. Additionally, because the
Company is able to act as a single source provider for Internet solutions as
well as other IT requirements, the Company believes that it enjoys a competitive
advantage.

SYSTEM INTEGRATION AND CONSULTING BUSINESS

Industry Background

      Businesses have become increasingly dependent upon complex information
systems in an effort to gain competitive advantages or to maintain competitive
positions. Computer technology and related products are continuously evolving,
making predecessor technologies or products obsolete within a few years or, in
some cases, within months. The constant changes in hardware and software and the
competitive pressure to upgrade existing products create significant challenges
to companies.

      Over the last several years, the increase in performance of personal
computers, the development of a variety of effective business productivity
software programs and the ability to interconnect personal computers in high
speed networks have led to an industry shift away from mainframe computer
systems to client/server systems based on personal computer technology. In such
systems, the client computer, in addition to its stand-alone capabilities, is
able to obtain resources from a central server or servers. Accordingly, personal
computers may share everything from data files to printers. Recently, networked
applications such as electronic mail and work group productivity software,
coupled with widespread acceptance of Internet technologies, have led companies
to implement corporate Intranets (networks that enable end-users (e.g.,
employees) to share information). The use of a corporate Intranet allows a
company to warehouse valuable information, which may be "mined" or accessed by
employees or other authorized users through readily available Internet tools
such as Web browsers and other graphical user interfaces.


                                       4
<PAGE>

      With these advances in information systems and networking, many companies
are reengineering their businesses using these technologies to enhance their
revenue and productivity. However, as the design of information systems has
become more complex to accommodate the proliferating network applications, the
configuration, selection and integration of the necessary hardware and software
products have become increasingly more difficult and complicated. While many
companies have the financial resources to make the required capital investments,
they often do not have the necessary information technology personnel to design,
install or maintain complex systems and may not be able to provide appropriate
or sufficient funding or internal management for the maintenance of their
information systems. As a result, such companies are increasingly turning to
independent third parties to procure, design, install, maintain and upgrade
their information systems. By utilizing the services of such third parties,
companies are able to acquire state-of-the-art equipment and expertise on a
cost-effective basis.

      Systems integration includes designing systems and integrating hardware,
software and communications. According to Frost & Sullivan, an industry research
firm, the systems integration market will grow to nearly $13 billion by the year
2000 and worldwide computer equipment sales is expected to reach more than $320
billion. This growth is being driven by several factors, including the
proliferation of distributed computing applications, the increased reliance on
network computing, and the trend for companies to outsource network management
responsibilities to companies such as Paratech.

Operations

      Paratech's mission is to assist and support companies in designing
computer networks that cater to their individual needs and to implement and
maintain these systems in a cost-effective manner. Paratech ensures that these
systems support a company's business goals by staying closely attuned to each
client's environment in order to provide the strategy and consulting required to
achieve their goals. Paratech offers a full range of comprehensive technology
solutions, including network design and integration, software applications,
system training and value added support.

      In 1999, Paratech expanded its service offerings by adding security for
local area networks and web sites. This is accomplished using firewall and proxy
server technology. Additionally, Paratech became a "lead reseller member" of the
National Service Network of Ingram Micro Inc. Ingram Micro is the world's
leading wholesale distributor of technology products and services. The National
Services Network is a national network of more than 325 service led technology
resellers working together to provide service and support for regional and
national end-user customers. Paratech can access the National Services Network
24 hours a day, seven days a week, to arrange service for its customers.

      For the year ended December 31, 1999, Paratech's system integration
division generated $7.5 million in revenue, or 79% of the total revenue
generated by Paratech. The majority of the systems integration work that
Paratech performs is on a time and material basis. In addition to being engaged
on a project basis, Paratech is regularly engaged by customers on a regular,
ongoing basis to perform maintenance and updates to their networks. Paratech's
system integration division serves small, mid-sized and large companies within
the Northeast area.

      Paratech is platform independent and thus can provide customers with the
latest technology and flexible financial alternatives. Because companies want
both value and fast delivery of their products, Paratech sifts through the
barrage of products and equipment to offer the most extensive and complete
solutions to its


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<PAGE>

customers. Paratech works with its customers to develop strategies governing
when to acquire equipment, upgrade existing equipment and order new equipment to
take advantage of current technology. The Company believes that a single source
solution enables the customers to use fewer vendors while providing a more
efficient integration, thereby reducing costs, minimizing risk, and increasing
management control and accountability.

      Furthermore, through Paramount Operations, the Company can offer its
customers lease financing for all of the products and services that it sells
through Paratech. The Company believes that this "vertical integration" provides
Paratech with a significant competitive advantage in the system integration
market. Customers of Paratech are provided with a total technology and financial
solution which will allow them to assess their IT costs in terms of a fixed
monthly rate, rather than a large one-time cash outlay.

Competition

      Paratech competes against major hardware distributors and national and
regional consulting and service organizations. The Company believes that it is
able to compete in this market due to the technical expertise of its employees,
its focus on customer service, and its relationship with technology vendors. In
addition, the Company believes its ability to act as a sole source provider
offering all components of an IT solution, from hardware and infrastructure to
specific application software and Internet design and implementation, provides
it with a competitive advantage. Paratech's typical customers are mid-size
regional organizations with ongoing IT infrastructure needs.

Customer Concentration

      The Company believes that Paratech's business is not dependent on any
single customer.

STAFFING SERVICES

Industry Background

      The temporary staffing industry, once used predominately as a short-term
solution for peak production periods and to temporarily replace absent workers,
has evolved into a permanent and significant component of the staffing plans of
many companies. Corporate restructuring, downsizing, increased government
regulations governing employee relations, advances in technology, and the desire
by many companies to shift employee cost from a fixed to a variable expense have
contributed to the strong growth of the temporary staffing industry. Temporary
staffing firms act as intermediaries in matching available temporary workers to
employer assignments. According to Investors Business Daily, a periodic business
publication, the temporary staffing industry was a $69 billion industry in 1999,
up 12% from 1998. Of this total, Commercial Services (office/clerical and light
industrial) and IT, the two segments in which the Company operates, accounted
for a total of $49.4 billion in 1999. The Commercial Services segment has grown
12% since 1993 and the IT segment has grown at 26% a year since 1993.

Operations

      Deltaforce, which commenced operations in 1988, is a provider of temporary
legal-support staff to the legal community in the New York City


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<PAGE>

metropolitan area. Deltaforce's typical clients are large New York City based
law firms with on-going needs for temporary personnel services. The Company's
acquisition of Deltaforce was followed closely by the acquisition of Wordsmiths
in August 1998. Wordsmiths is an 11-year old staffing firm providing law firms
with support staff, proofreaders, legal professionals and paralegals. Its
services are a strong complement to the legal services of Deltaforce. Following
this second acquisition, the Company merged the operations of Wordsmiths into
Deltaforce to create The DeltaGroup. The combined company now offers not only
temporary legal support staff, but also temporary and permanent IT placements.
The Company believes that The DeltaGroup is now among the top five temporary
staffing companies to the legal community in New York City.

      Following the acquisition of Deltaforce, the Company made a considerable
investment in systems and process improvements to create a new and improved
infrastructure to enhance client servicing, applicant recruitment and overall
productivity. These systems, which are specific to the staffing industry,
provide The DeltaGroup with the platform to grow without incurring additional
administrative costs. With the integration of Wordsmiths into the Deltaforce
operation, the company was able to realize economies of scale concurrent with
improving overall performance and serving the growing client base more
efficiently.

      In the temporary staffing industry, quality of service is generally a
function of two things: (1) the ability to effectively match an individual
worker to a specific assignment, and (2) the promptness with which the
assignment is filled. The Company believes that the experience of its management
and internal staff and its standing in the market allows it to effectively
access a large supply of available temporary workers, select suitable
individuals for a particular assignment and, in some cases, train available
worker in skills required for an assignment.

Competition

      The DeltaGroup competes against local and national temporary personnel
firms, both to recruit and retain a supply of worker and to attract customers to
use temporary employees. Many of the firms that the company competes with have
greater financial resources available for marketing and advertising as well as a
larger pool of potential candidates to fill positions. The company believes that
it can compete against these firms due to the experience of existing management,
the relationships that it has maintained over the years, and the reputation that
it holds in the market for providing high quality service. The Company recruits
temporary workers through a wide variety of means, principally personal
referrals and advertisements. In addition, The DeltaGroup has installed a new
state-of-the-art computer system specifically designed for the temporary
personnel industry, which allows it to effectively match candidates with
assignments in a timely and efficient manner. Further, as a result of its
affiliation with Paratech, Deltaforce expects to have additional opportunities
to place candidates in IT related disciplines.

Customer Concentration

      The DeltaGroup's typical clients are large New York City based law firms
with on-going needs for temporary personnel services. The company believes that
its business is not dependent on any single customer. For the year ending
December 31, 1999, the three largest customers of The DeltaGroup accounted for
28% of DeltaGroup's total sales. The loss of any of these major customers could
have a material adverse effect on the DeltaGroup's business, financial condition
and results of operations.


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<PAGE>

LEASE FINANCE

Industry Background

      The large system computer industry has been characterized by frequent
technological advances resulting in cost reductions, increases in computer
processing capacity and broadened user applications. The introduction of new
models generally does not result in equipment currently in service becoming
technologically obsolete, but usually causes the price of existing equipment to
decrease, reflecting the increased performance and cost-effectiveness of newer
equipment. Users frequently replace or upgrade equipment as their existing
equipment becomes inappropriate for their needs or as increased data processing
capacity is required.

      As more end-users become aware of the economic benefits of leasing, they
often turn to independent leasing companies. Independent lessors, such as
Paramount, offer tailored financing and flexible delivery, and can deliver
financing for mixed systems from different vendors. Responding to customers'
demands, leasing companies are becoming increasingly more flexible in terms of
lease duration, equipment upgrades and payment options. By more accurately
assessing the residual value associated with the price of equipment, lessors
have become better able to fine tune the fixed monthly payment amount.

      According to the U.S. Department of Commerce "trends and forecasts for
equipment leasing in the US" it is estimated that nearly $207 billion worth of
equipment was leased in 1998 with a forecasted amount of $226 billion and $233
billion in 1999 and 2000, respectively. Of the total equipment leased in 1998,
nearly $38.92 billion was computer and computer related products.

Operations

      The leasing business of the Company is conducted by Paramount Operations
Inc. In 1999, the Company de-emphasized its leasing business and switched its
main focus to its systems integration and consulting, website development and
Internet consulting, and the staffing businesses. For 1998, Paramount entered
into leases having an equipment value of $19.9 million, and in 1999 Paramount
entered into leases having an equipment value of $3.5 million.

      Paramount's leasing operations involve the leasing of new or used high
technology equipment to computer end-users nationwide. The majority of the
Company's end-user customers are Fortune 1000 and equivalent companies with
large data processing needs. The Company offers its customers a variety of
choices for their data processing needs, including equipment manufactured by
IBM, Hitachi Data Systems, Amdahl Corporation, EMC Corporation, Sun Microsystems
Inc., Hewlett-Packard Co., Storage Technology Corp. and Xerox Corp., and
includes mainframe and midrange central processing units, peripheral devices,
upgrades and component parts; client servers; LAN and WAN equipment;
telecommunications equipment; and personal computers.

      As a result of the Company's involvement in the systems integration
business, Paramount is positioned to offer lease finance arrangements to
customers of Paratech.

      In connection with its leasing of computer products to its end-user
customers and depending on the type of computer equipment involved, Paramount's
relationship with the end-user and the term of the lease, Paramount may make a
"residual value" investment in these leased assets. A residual value investment
represents the


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<PAGE>

difference between the acquisition cost of the leased asset to Paramount and the
discounted present value of the rental stream from the lessee. Paramount plans
to maximize the return on its residual value investments through creative and
diligent remarketing activities, including mid-term extensions, upgrades and
early terminations.

Competition

      The computer leasing industry is characterized by intense competition.
Companies compete for accounts through a variety of factors. The Company
believes it competes on the basis of price, responsiveness to customer needs,
flexibility in structuring lease transactions, relationships with customers and
vendors and knowledge of the equipment. The Company believes that its primary
competitors currently are IBM Credit Corporation, El Camino Resources and
Unicapital Corporation.

Customer Concentration

      The Company's typical leasing customers are large, creditworthy
corporations that require several million dollars of equipment per year and are
repeat customers of the Company. Repeat business generated through existing
relationships is an important source of revenue for the Company. While the
Company believes that its business is not dependent on any single customer, as
of December 31, 1999, the three largest lessees of the Company accounted for 27%
of the original acquisition cost of all equipment leases owned and managed as of
such date. The loss of any of these major customers will not have a material
adverse effect on the Company's business, financial condition and results of
operations.

EMPLOYEES

      As of December 31, 1999, the Company employed 58 full-time employees and
686 temporary part-time employees, related to The DeltaGroup. Of the 58 full
time employees 32 worked for Paratech, 24 worked for DeltaGroup and 2 worked for
Paramount. The Company has experienced no work stoppages and considers its
employee relations to be satisfactory. None of the Company's employees are
represented by a labor union.

GOVERNMENT REGULATION

      The Company has not been materially affected by any government regulations
applicable to its business activities.

ITEM 2  -  PROPERTIES

Properties

      The Company leases approximately 2,828 square feet of office space for its
principal executive offices at One Jericho Plaza, Jericho, New York 11753.
Payment of rent for the Company's offices is approximately $6,000 per month.
This lease expires in August 2001. The Company intends to lease a larger space
for its executive offices prior to the termination of this lease, the rent for
which is expected to be at a higher monthly rate.


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<PAGE>

      In addition, the Company leases 6,000 square feet in Manhattan for The
DeltaGroup operations. Payment of rent is approximately $13,000 per month. This
lease expires in November 2002.

ITEM 3  -  LEGAL PROCEEDINGS

      The Company is a named defendant in an action brought in the United States
Court of the Southern District of Indiana, Indianapolis Division, by Hirata
Corporation and Hirata Corporation of America (collectively, the "Plaintiffs").
The Complaint relates broadly to the Company's initial public offering in
January 1996, in which the Plaintiffs allegedly bought shares of the Company
(and shares of two other named defendants). The Complaint principally focuses on
various alleged activities of the Company's underwriter and the underwriter's
principals and a broker in the initial public offering. The Complaint alleges
that the Plaintiffs suffered various damages as a result of a range of alleged
counts; an answer to the Complaint has not yet been filed. The Company believes
that the Plaintiffs' allegations are without merit and intends to defend the
suit vigorously.

ITEM 4  -  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matters were submitted to a vote of security-holders during the fourth
quarter of the fiscal year ended December 31, 1999.


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<PAGE>

                                     PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

      In connection with the reorganization in February 2000, the Company
changed the trading symbols of its Common Stock and Class A Warrants to "FIVE"
and "FIVEW", respectively.

      The following table sets forth the high and low closing prices for the
Company's Common Stock for the periods shown below. Prices shown for periods
prior to May 19, 1998 have been adjusted to reflect the Company's one-for-four
reverse stock split at that time.

COMMON STOCK
    1997                                                     High        Low
    ----                                                     ----        ---
    First quarter.....................................     $3 1/8     $1 1/2
    Second quarter....................................          3        1/4
    Third quarter.....................................      4 3/8      1 1/2
    Fourth quarter....................................      4 1/8      2 1/8

    1998
    ----
    First quarter.....................................      2 3/4      1 1/2
    Second quarter....................................     2 5/16     1 1/16
    Third quarter.....................................     1 3/16      19/32
    Fourth quarter....................................      29/32       7/16

    1999
    ----
    First quarter.....................................          6      17/32
    Second quarter....................................    2 15/16      1 1/2
    Third quarter.....................................     4 5/16    1 32/93
    Fourth quarter....................................    1 15/16     1 7/16

    2000
    ----
    January 1, 2000 through March 15, 2000............     18 7/8      1 1/2

      As of August 20, 1998, the Class A Warrants were delisted from the Nasdaq
SmallCap Market as a result of the failure to meet certain Nasdaq continued
listing requirements. Set forth below in the first table are the high and low
closing prices for the Class A Warrants as reported by the Nasdaq SmallCap
Market from January 1, 1997 through August 20, 1998. Set forth below in the
second table are the high and low sales prices for the Class A Warrants as
reported by the Nasdaq Over-The-Counter Bulletin Board since August 21, 1998.

CLASS A WARRANTS


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<PAGE>

                             Nasdaq SmallCap Market
    1997                                                 High         Low
    ----                                                 ----         ---
    First quarter...................................    $5/32       $3/97
    Second quarter..................................     3/32        3/97
    Third quarter...................................     3/16        3/97
    Fourth quarter..................................     3/16        1/16

    1998
    ----
    First quarter...................................      1/8        3/32
    Second quarter..................................     3/32        1/32
    Third quarter (July 1 - August 20)..............     1/32        1/64

                     Nasdaq Over-The-Counter Bulletin Board

    1998                                                 High         Low
    ----                                                 ----         ---
    Third Quarter (beginning August 21)1............      DNT         DNT
    Fourth Quarter(1)...............................   $1/200      $1/200

    1999
    ----
    First quarter...................................    3/100       1/500
    Second quarter..................................     9/50        1/20
    Third quarter...................................   23/200     1/1,000
    Fourth quarter..................................    7/200       3/200

    2000
    ----
    January 1, 2000 through March 15, 2000..........    37/49       3/200

----------

(1)   After being delisted from the Nasdaq SmallCap Market, the Class A Warrants
      did not begin trading on The Over-The-Counter Bulletin Board until
      December 1998.

      The closing sales price of the Common Stock as of March 15, 2000, as
reported by the Nasdaq SmallCap Market, was $13.50 per share. The closing sales
price of the Class A Warrants as of March 15, 2000, as reported by the Nasdaq
Over-The-Counter Bulletin Board, was $0.510 per Warrant.

As of March 15, 2000, there were 27 record holders of the Common Stock.


                                       12
<PAGE>

ITEM 6  -  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                       ----------------------------------------------------------------------------
                                                           1995           1996             1997            1998            1999
<S>                                                    <C>             <C>             <C>             <C>             <C>
Revenues:
Sales and service ..................................   $ 30,857,949    $ 27,159,894    $ 21,405,788    $ 30,391,446    $ 19,434,106
Lease revenue ......................................      2,147,358       3,680,924       9,829,991       7,478,750       6,056,660
Fee, interest and
   other income ....................................        162,873         511,698       1,159,062         615,295         502,147
                                                       ------------    ------------    ------------    ------------    ------------
      Total revenues ...............................     33,168,180      31,352,516      32,394,841      38,485,491      25,992,913
                                                       ------------    ------------    ------------    ------------    ------------

Costs and Expenses:
Cost of sales ......................................     28,955,984      25,785,022      19,933,213      28,157,266      13,657,575
Lease expense ......................................      1,828,412       3,419,600       9,499,365       7,172,273       6,349,462
Selling, general and
   Administrative
   expenses ........................................      1,805,499       2,447,884       3,746,712       4,947,718       6,067,286
Interest expense ...................................      5,284,756           6,209              --          51,324          97,230
                                                       ------------    ------------    ------------    ------------    ------------
      Total costs and
          expenses .................................     37,874,651      31,658,715      33,179,290      40,328,581      26,171,553
                                                       ------------    ------------    ------------    ------------    ------------
Loss before
 provision for (benefit
 from) taxes .......................................     (4,706,471)       (306,199)       (784,449)     (1,843,090)       (178,640)
Provision for (benefit from)
 income taxes ......................................         21,850         498,212        (288,111)         (9,286)         82,432
                                                       ------------    ------------    ------------    ------------    ------------
Net loss ...........................................   $ (4,728,321)   $   (804,411)   $   (496,338)   $ (1,833,804)   $   (261,072)
                                                       ============    ============    ============    ============    ============
Basic loss per
 common share ......................................                         $(0.41)         $(0.25)         $(0.89)         $(0.12)
                                                                             ======          ======          ======          ======
Diluted loss per common share ......................                         $(0.41)         $(0.25)         $(0.89)         $(0.12)
                                                                             ======          ======          ======          ======
Shares used in computing net loss per share:
   Basic ...........................................                      1,954,493       1,991,117       2,067,842       2,135,500
   Diluted .........................................                      1,954,493       1,991,117       2,067,842       2,135,500
</TABLE>


                                       13
<PAGE>

<TABLE>
<CAPTION>
                                                        1995             1996             1997             1998           1999
                                                        ----             ----             ----             ----           ----
<S>                                                  <C>              <C>              <C>              <C>            <C>
Balance Sheet Data:
Total assets ..................................      $12,378,585      $51,561,520      $53,062,461      $45,246,610    $27,498,355
Obligations for financial
  equipment-- non-recourse ....................        9,337,883       23,461,175       40,287,404       33,435,459     16,755,509
Shareholders' equity ..........................          568,718        8,171,386        7,645,683        5,797,139      5,583,968

Lease Portfolio Data:
Net investment in direct finance
  and sales - type leases .....................        6,446,063       20,942,542       39,941,764       30,059,378     16,232,749
Assets held under operating leases,
  net of accumulated depreciation .............        3,976,209       21,103,033        5,459,895        7,263,181      2,990,213
</TABLE>


                                       14
<PAGE>

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

      The following discussion and analysis should be read in conjunction with,
and is qualified in its entirety by, the audited financial statements, including
the notes thereto, appearing elsewhere in this Form 10-K.

General

      5B Technologies Corporation (formerly Paramount Financial Corporation) and
subsidiaries ("5B" or the "Company") is a comprehensive business solution
provider, offering customers a wide range of integrated services, including
Internet solutions, information technology ("IT") consulting, systems
integration, staffing services and lease financing. The Company includes three
wholly owned subsidiaries, Paratech Resources, Inc. ("Paratech"), Deltaforce
Personnel Services, Inc. ("Deltaforce") and Paramount Operations Inc.
("Paramount").

      Paratech provides a complete range of advanced technological services,
including fully integrated solutions for Internet and e-commerce businesses,
Internet marketing, applications development, systems integration, hardware and
software procurement, multi-platform integration services and personnel
outsourcing.

      Paratech's Internet solutions business is typically retained on a fixed
price, project-by-project basis. Revenue is recognized as earned when the work
is completed. Each project typically undergoes a four step process: (a) strategy
consulting, (b) design, (c) technology development, and (d) implementation. The
Company believes that these four phases are crucial to the success of its
Internet projects and uses this model to plan and price its projects. From time
to time the Company may accept small time-and-material projects, but it prefers
to align itself with its customers, developing long-term relationships as
opposed to performing one-time changes or fixes. During 1999, the Internet
solutions business began to review its pricing models and has adapted it to the
customers needs. Many of the Internet solution business's customers are small,
start-up companies which are pursuing the option to undertake an initial public
offering approximately six months to a year after their e-commerce solutions has
been implemented. Based on the growth potential and initial cash constraints of
these companies, Paratech may accept equity or revenue sharing in its customers.
This new pricing model may reduce the initial cash received, but the Company
believes that it can recognize greater benefits in the future as these customers
grow.

      In contrast, Paratech's systems integration and consulting business is
typically retained on a time-and-material basis. Due to the complexity and
diversity of implementing integration and application solutions, the Company
prefers a time and material basis contract over a fixed price contract. The
Company perceives the growth in the integration business to be generated from
the Internet solutions business. As more businesses expand on to the Internet
the need for integrated accounting and sales force automation software will
become essential. Paratech's integration business continues to serve its core
clients as well as expanding its client base through the use of its internal
sales force and referrals from Paratech's Internet solutions business.

      Paratech has established standard costs, per engineer, for all services
performed. This standard cost encompasses all associated expenses and gives the
Company a worst case scenario as it prices it projects.

      In the temporary staffing industry, quality of service is generally a
function of two things: (1) the ability to effectively match an individual
worker to a specific assignment, and (2) the promptness with which the
assignment is filled. The Company believes that the experience of its management
and internal staff and its standing in the New York City market allows it to
effectively access a large supply of available temporary


                                       15
<PAGE>

workers, select suitable individuals for a particular assignment and, in some
cases, train available workers in skills required for an assignment.

      Following the acquisition of Deltaforce and Wordsmith, the Company made a
considerable investment in systems and process improvements to create a new and
improved infrastructure to enhance client servicing, applicant recruitment and
overall productivity. These systems, which are specific to the staffing
industry, provide The DeltaGroup with the platform to grow without incurring
additional administrative costs, as well as to provide a shift-based, 24 hour a
day seven day a week business.

      Paramount has maintained its core leasing business and has selectively
engaged in leasing transactions during 1999.

Fluctuations in Quarterly Results

      The Company's operating results are subject to quarterly fluctuations
resulting from a variety of factors, including the volume of new leases written,
product announcements by manufacturers, economic conditions, interest rate
fluctuations and variations in the mix of leases written. In addition, revenue
can fluctuate significantly from quarter to quarter based on the closing date
and nature of each particular lease and/or sales transaction. The mix of leases
written in a quarter is a result of a combination of factors, including changes
in customer demands and/or requirements, new product announcements, price
changes, changes in delivery dates, changes in maintenance policies and pricing
policies of equipment manufacturers and price competition from other lessors.

      Leasing transactions (other than sales-type leases), in general, do not
provide for significant earnings in the month of lease origination. Instead,
revenue, expense and profit from lease transactions are recorded over the life
of the asset and the lease. Lease revenue and lease expense recognition is
dependent upon a number of factors, including the term of the lease, the
accounting classification of the lease (i.e., operating, direct finance, or
sales-type) and the commencement date of the lease and the lease financing
within a particular period. See "Lease Accounting."

      The Company is aggressively working to maximize the returns on the
residual value investments, made in prior years, on its lease portfolio. Such
efforts, which are an ordinary but not a predictable part of the Company's
business, often result in equipment originally leased under an operating lease,
and accounted for as described below, being upgraded or otherwise enhanced and
extended at the original account or leased to a different end-user. The
resulting lease may qualify under Statement of Financial Accounting Standard No.
13, "Accounting for Leases" ("SFAS 13"), as a sales-type lease in which the
Company can record as sales revenue the fair market value of the equipment and
recognize as income the difference between this amount and the equipment's cost
or net book value. Since a sales-type lease is a form of direct finance lease,
the new lease is recorded over its remaining term as a direct finance lease
resulting in a reduction of lease rental income and lease expense compared to
the original operating lease accounting.

      Marketing efforts may also result in the sale of the leased asset to the
customer which will result in an increase in revenue, and to the extent the
sales proceeds exceed the net book value, net income, in the quarter in which
the sale occurs. Any such sale will also result in a reduction of revenue,
expense and profit expected in subsequent quarters since the equipment was sold.


                                       16
<PAGE>

      Given the possibility of such fluctuations as described above, the Company
believes that comparisons of the results of its operations for preceding
quarters are not necessarily meaningful and that such results for one quarter
should not be relied upon as an indication of future performance.

Lease Accounting

      In accordance with SFAS 13, the Company classifies its leases as either
operating leases or direct finance leases. The allocation of income among
accounting periods within a lease term will vary depending upon the lease
classification, as described below.

      Direct Finance Leases: Direct finance leases transfer substantially all
benefits and risks of equipment ownership to the lessee. A lease is a direct
finance lease if it meets one of the following criteria: (i) the lease transfers
ownership of the equipment to the lessee by the end of the lease term; (ii) the
lease contains a bargain purchase option; (iii) the lease term at inception is
at least 75% of the estimated economic life of the leased equipment; or (iv) the
present value of the minimum lease payments is at least 90% of the fair value of
the leased equipment at lease inception.

      At lease inception, the cost of equipment under a direct finance lease is
recorded as "Net investment in direct finance leases." The difference between
the gross lease payments receivable, plus the estimated residual value of the
equipment, and the equipment cost is recognized as income over the life of the
lease using the effective interest method.

      A lease transaction which meets all of the above criteria, and in which
the Company has made a dealer's profit, is recorded as a "sales-type lease". A
sales type lease is a type of direct finance lease, but one in which the Company
recognizes, at lease inception, revenue and profit which arises from the
difference between the fair market value of the leased equipment and its
acquisition cost.

      Operating Leases: All lease contracts which do not meet the criteria of
direct finance leases are accounted for as operating leases. Monthly lease
payments are recorded as operating lease revenue. Leased equipment is recorded
at the Company's cost and depreciated on a straight-line basis over the lease
term to the estimated residual value at the expiration of the lease term.

Results of Operations

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

      For the year ended December 31, 1999, the Company recorded sales revenue
of $26.0 million, a $12.5 million decrease from the $38.5 million recorded
during the year ended December 31, 1998. The decrease was primarily due to the
de-emphasis on the Company's leasing segment. The Company is primarily focusing
on the growth of its Paratech subsidiary. Paratech's revenue for the year ended
December 31, 1999 increased by 76%, to $9.5 million, as compared to $5.4 million
recorded in 1998. The increase in sales at Paratech is a result of the Company's
growth in providing Internet and e-commerce services to business in addition to
growth in its systems integration division. DeltaGroup, which was purchased in
January 1998, contributed $7.3 million in revenue during the year ended December
31, 1999, an 83% increase over the $4.0 million recorded in 1998. The Company
believes that this increase was due to DeltaGroup's ability to consistently
provide its customers with well-trained temporary personnel on a timely basis
and the expansion of its customer base as a result of the acquisition of
Wordsmiths in July 1998.


                                       17
<PAGE>

      During the year ended December 31, 1999, the Company entered into new
lease transactions totaling $3.5 million of equipment cost, as compared with
$19.9 million for the year ended December 31, 1998. During the year ended
December 31, 1999, the Company entered into $2.9 million of non-recourse lease
financing arrangements, as compared with $19.1 million for the year ended
December 31, 1998. See "Liquidity and Capital Resources."

      During the year ended December 31, 1999, the Company generated $502,000 in
fee, interest and other income, compared to $615,000 for the comparable period
last year. Generally, fee income is generated as a result of the Company's
involvement in certain transactions in which it acted as an arranger of
financing for leases originated by third parties, or otherwise assisted these
companies in their lease related transactions. These transactions come about as
a result of the Company's relationship with other lessors and financial
institutions. The Company cannot predict with any certainty the timing and
nature of any future such transactions. See "General"

      Selling, general and administrative ("SG&A") expenses totaled $6.1 million
for the year ended December 31, 1999, representing an increase of 23% over the
$4.9 million recorded during the year ended December 31, 1998. The increase in
SG&A is predominantly attributable to the growth of the Company's subsidiaries
through the acquisitions made in 1998. Paratech incurred $1.9 million in SG&A
for the year ended December 31, 1999, compared to $1.4 million incurred in 1998,
while DeltaGroup incurred $2.7 million in SG&A for the year ended 1999, compared
to $1.3 million in 1998. Within SG&A expense for the year ended December 31,
1999 for the DeltaGroup is $300,000 of non-recurring expenses. Paramount
incurred $1.7 million in SG&A compared to $2.2 million for the year ended
December 31, 1998. The decrease in Paramount's SG&A expense is attributable to
the Company's reduction of certain upper management personnel due to the
de-emphasis in the leasing business. Included in leasing expense, for the
Paramount subsidiary, is a $471,000 write-down, which occurred during the fourth
quarter ended December 31, 1999, related to the termination of certain leasing
contracts.

      The Company recorded a provision for income taxes of $82,000 for the year
ended December 31, 1999, compared to a tax benefit of $9,300 in 1998. The
provision for income taxes was predominantly attributable to the Company's
leasing business.

      Pre-tax loss for the year ended December 31, 1999 was $179,000, as
compared with a pre-tax loss of $1.8 million for the year ended December 31,
1998. The Company believes its operational improvement is predominantly
attributable to the Company's Paratech subsidiary, which posted pre-tax income
of $434,000, while DeltaGroup recorded a pre-tax loss of $550,000 and Paramount
reported a pre-tax loss of $62,000.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

      The Company recorded a net loss for the year ended December 31, 1998 of
$1,833,800, after a benefit for income taxes of $9,300, as compared with a net
loss of $496,300, after a benefit for income taxes of $288,100, for the year
ended December 31, 1997.

      For the year ended December 31, 1998, the Company recorded sales and
service revenue of $30.4 million, a $9.0 million increase over the $21.4 million
recorded during the year ended December 31, 1997. The increase was primarily a
result of the transactional nature of the Company's leasing business and the
resulting quarterly fluctuations. Additionally, Paratech's revenue increased by
43% to $5.4 million when compared with


                                       18
<PAGE>

1997. The DeltaGroup, which was not part of the Company in 1997, contributed
$3.9 million in revenue during the 1998 year.

      As a result of the Company's ongoing marketing efforts with respect to its
lease portfolio in 1998, certain assets which were recorded as operating leases
during the year ended December 31, 1998 were upgraded and re-leased, providing
the Company with a return on its residual value investment. The resulting lease
has been accounted for as a sales-type lease. As a result of this activity, the
effect of accounting for a lease as a direct finance lease versus an operating
lease, net of new leases written in the fourth quarter, lease revenue and lease
expense decreased for the year ended December 31, 1998 when compared to the year
ended December 31, 1997 by 23.9% and 24.5%, respectively.

      During the year ended December 31, 1998, the Company entered into new
lease transactions totaling $19.9 million of equipment cost as compared with
$38.5 million for the year ended December 31, 1997. During the year ended
December 31, 1998, the Company entered into $19.1 million of non-recourse lease
financing arrangements, as compared with $38.5 million for the year ended
December 31, 1997. See "Liquidity and Capital Resources."

      During the year ended December 31, 1998, the Company generated $615,000 in
fee, interest and other income, compared to $1.2 million in 1997. Generally, fee
income is generated as a result of the Company's involvement in certain
transactions in which it acted as an arranger of financing for leases originated
by third parties, or otherwise assisted these companies in their lease related
transactions. These transactions come about as a result of the Company's
relationship with other lessors and financial institutions. The Company cannot
predict with any certainty the timing and nature of any future such
transactions.

      SG&A totaled $4.9 million for the year ended December 31, 1998,
representing an increase of 32.0% over the $3.7 million recorded during the year
ended December 31, 1997. The increase in SG&A is attributed to the acquisitions
of Deltaforce and Wordsmiths, which contributed $1.3 million, as well as the
acquisition of Comptech and the continued growth of Paratech, which contributed
$1.4 million

      The Company recorded a tax benefit of $9,300 for the years ended December
31, 1998 and 1997, respectively. The income tax benefit for the year ended
December 31, 1998 was reduced by a valuation allowance on the Company's net
deferred tax asset. The Company will continue to assess the fully reserved
deferred tax asset each reporting quarter. The benefit from income taxes of
$288,100 for the year ended December 31, 1997 reflects an effective tax rate of
37%.

Liquidity and Capital Resources

      As of December 31, 1999, the Company had $2.1 million in cash and cash
equivalents and investments available for sale. Substantially this entire amount
was invested in interest-bearing savings accounts, money market accounts
established by major commercial banks or in United States Government, other AA
rated obligations and mutual funds. Investments available for sale also includes
250,000 shares and a warrant to purchase 50,000 shares of a privately held
company, which had a fair value of approximately $438,000. Primarily as a result
of the continued investment in Paratech and DeltaGroup and the acquisitions it
made in 1998 the Company experienced a reduction in net cash and investments
available for sale during the year ended December 31, 1999 of $491,330.

      The Company continues to use its cash balances to fund its operations. In
order to expand its operations, which the Company is aggressively seeking to
accomplish, the Company will need to utilize its cash balances to


                                       19
<PAGE>

promote internal growth and fund potential future acquisitions. However, the
Company is limited to its current cash balances for funding such internal growth
and add-on acquisitions, unless the Company is able in the future to raise
significant additional financing. There can be no assurance that the Company
will be able to raise any such financing. Further, the Company's cash funds for
acquisitions might be limited to the extent that the Company's current
operations or the operations of any future acquisitions require the funding of
losses or the incurrence of capital outlay.

      At December 31, 1999, the Company had three types of credit lines
available:

      Term Loan: In April 1998, Paramount entered into a $500,000 term loan with
a bank collateralized by $600,000 in cash maintained in an investment account.
Principal payments of approximately $41,600 and interest are due on a quarterly
basis through April 20, 2001. On July 20, 1999 the Company borrowed an
additional $215,000 as a demand note. Interest payments are being made on this
additional borrowing and the Company is undergoing negotiations with the bank to
establish repayment terms. As of December 31, 1999, approximately $465,000
remained outstanding under these loans collateralized by $500,000 in cash
maintained in an investment account. Under the agreement, the Company's
Paramount subsidiary was not in compliance with the debt covenant requiring
minimum net worth of at least $7.0 million. Paramount has obtained a waiver from
the bank for non-compliance with the aforementioned covenant for the year ended
December 31, 1999. The Company is currently in negotiations to revise the
existing debt covenant.

      DeltaGroup Revolving Credit Facility: DeltaGroup has a $750,000 revolving
line of credit agreement with a bank secured by accounts receivable, which will
expire on June 30, 2000. Interest on outstanding borrowings accrues at the
bank's prime rate plus 1%. Borrowings are limited to 80% of eligible accounts
receivable. As of December 31, 1999, DeltaGroup had $750,000 outstanding under
this line.

      Paratech Equipment Acquisition Credit Facility: Paratech has a $2,000,000
revolving line of credit agreement with a finance company secured by accounts
receivable and inventory. Interest on outstanding borrowings accrues at the
prime rate plus 1 1/2 %. Borrowings are limited to 85% of eligible accounts
receivable, as defined. This facility allows the Company to purchase computer
hardware from its vendors with net 30-day terms interest free. At the expiration
of the net 30-day period, the Company has the option of paying the amount due
or, provided the Company has sufficient eligible collateral, borrowing under the
credit facility. As of December 31, 1999, Paratech had $665,000 outstanding
under this line. Under the agreement, the Company's Paratech subsidiary was not
in compliance with the debt covenant requiring a liability to net worth ratio of
less than 8 to 1. Paratech has obtained a waiver from the finance company for
non-compliance with the aforementioned covenant for the year ended December 31,
1999.

      As the Company is in default with two of its existing debt agreements at
December 31, 1999, it is, pursuant to its respective debt agreements, in default
with all of its debt agreements. Accordingly, amounts outstanding, aggregating
approximately $1,880,000, under these debt agreements could become due
immediately.

      The Company believes that cash generated from operations, amounts
available under its credit facilities, and/or other third party financing will
be sufficient to fund necessary capital expenditures and to provide adequate
working capital for at least the next 12 months. There can be no assurance,
however, that the Company will not require additional financing prior to such
date to fund its operations, or that if required, such financing will be
available on commercially reasonable terms. In addition, the Company will
require additional financing after such date to fund its operations.

Year 2000

      The Company completed its Year 2000 software program conversions,
compliance and contingency programs during the fourth quarter of 1999.
Subsequent to December 31, 1999, the Company has not experienced any Year 2000
problems either internally or from suppliers or other outside sources that had
an adverse impact on the Company's operations of financial condition. The
Company has no reason to believe that


                                       20
<PAGE>

Year 2000 failures will materially affect it in the future. However, since it
may take several additional months before it is known whether the Company or
suppliers, vendors or customers may have undergone Year 2000 problems, no
assurance can be given that the Company will not experience losses or
disruptions of due to Year 2000 computer-related problems. The Company will
continue to monitor the operation of its software, computers and
microprocessor-based devices for any Year 2000 problems.

Inflation

      Management does not believe inflation had a material adverse effect on the
financial statements for the periods presented.

Forward Looking Statements and Associated Risk

      Statements contained in this Form 10-K, which are not historical facts,
are forwarding-looking statements. The forward-looking statements in this press
release are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements made herein
contain a number of risks and uncertainties that could cause actual results to
differ materially. These risks and uncertainties include, but are not limited
to, specific factors impacting the Company's business, including increased
competition; the ability of the Company to expand its operations and attract and
retain qualified sales representatives and technically trained consultants
experienced in the Internet and IT sectors; the ability of the Company to
attract and retain Internet solutions and IT professionals skilled in specific
applications; the ability of the Company to attract and retain qualified
personnel in the legal staffing sector; the availability of computer equipment;
technological obsolescence of the Company's portfolio of computer equipment;
competition in the Internet solutions and IT consulting sector and general
economic conditions and the Company's need for additional capital to finance the
growth of its operations.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK

      The Company's principal financial instrument is debt consisting of
revolving lines of credit and notes payable that provide for interest at a
spread above the prime rate. The Company is affected by market risk exposure
primarily through the effect of changes in interest rates on amounts payable by
the Company under these credit facilities. A significant rise in the prime rate
could materially adversely affect the Company's business and financial
condition. At December 31, 1999, an aggregate principal amount of $3.0 million
was outstanding under the Company's revolving lines of credit and notes payable,
with spreads ranging from 0.25% to 1.5% over prime, and representing a weighted
average interest rate of 9.21%. If principal amounts outstanding under the
Company's revolving lines of credit and notes payable remained at this year-end
level for an entire year and the prime rate increased or decreased, respectively
by 1.25%, the Company would pay or save, respectively, an additional $37,000 in
interest in that year. The Company does not utilize derivative financial
instruments to hedge against changes in interest rates or for any other
purposes. The Company does not have any material foreign sales and all
transactions are denominated in U.S. dollars.


                                       21
<PAGE>

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The audited financial statements of the Company for the fiscal year ended
December 31, 1999 are located beginning at page F-1 of this Annual Report on
Form 10-K.

ITEM 9 - CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

      (a) Changes in Accountants

          During 1999, the Company dismissed Arthur Andersen LLP as its
          independent auditors and retained BDO Seidman LLP. On May 27, 1999,
          the Company filed a Form 8-K disclosing the change in the Company's
          independent auditors, which is incorporated herein by reference.

      (b) Disagreements with Accountants on Accounting and Financial Disclosure

          None

                                    PART III

ITEM 10 -- ITEM 13 - DOCUMENTS INCORPORATED BY REFERENCE

      Information with respect to Items 10, 11, 12 and 13 of Form 10-K is hereby
incorporated by reference into this Part III of Form 10-K from the Registrant's
Definitive Proxy Statement relating to the Registrant's 2000 Annual Meeting of
Stockholders to be filed by the Registrant with the Securities and Exchange
Commission on or before April 30, 2000.

                                     PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K

      The exhibits listed in the Index to Exhibits below are filed as part of
this Annual Report on Form 10-K.

      (a) Exhibits:

          ****2.1 -  Agreement and Plan of Merger, dated as of February 11,
                     2000, by and among Paramount Financial Corporation,
                     5B Technologies Corporation and Paramount Merger
                     Corporation

             +3.1 -  Certificate of Incorporation of the Registrant

             +3.2 -  By-laws of the Registrant

             *4.1 -  Specimen Common Stock Certificate

             *4.2 -  Form of Underwriter's Unit Purchase Option, as amended

             *4.3 -  Form of Class A and Class B Warrant Agreement, as amended

             *4.4 -  Specimen Class A Warrant Certificate

             *4.5 -  Specimen Class B Warrant Certificate

            *10.1 -  Employment Agreement between Registrant and Jeffrey Nortman
                     dated as of  January 22, 1996


                                       22
<PAGE>

            *10.2 -  Employment Agreement between Registrant and Glenn Nortman
                     dated as of  January 22, 1996

             10.3    Intentionally Omitted

            *10.4 -  Form of Master Lease Agreement relating to Computer
                     Equipment Leases

            *10.5 -  1995 Stock Option Plan

           **10.6 -  Stock Purchase Agreement dated January 6, 1998 by and
                     among Paramount Financial Corporation and Lawrence P. Kagan
                     and Steven Lippel relating to Deltaforce Personnel
                     Services, Inc.

            *10.7 -  Form of Indemnification Agreement

            *10.8    - Sublease Agreement, dated September 15, 1995, between the
                     Company and Lehman Brothers Inc.

            *10.9 -  Consent to Sublease, dated September 15, 1995, among Chasco
                     Company, Lehman Brothers Inc. and the Company

           *10.10 -  1995 Director Option Plan

         ***10.11 -  Stock Purchase Agreement dated October 23, 1998 between
                     the Registrant and Abbey, Garrett & Seth, Ltd. relating
                     to Comptech Resources, Inc.

         ***10.12 -  Asset Purchase Agreement dated July 28, 1998 between the
                     Registrant and RBW Staffing Services, Inc. relating to
                     Wordsmiths

              +21 -  List of Subsidiaries

              +27 -  Financial Data Schedule

----------

+     Filed herewith.

*     Incorporated by Reference from the Registrant's Registration Statement on
      Form S-1, Registration No. 33-96382.

**    Incorporated by reference from the Registrant's Form 10-K for the year
      ended December 31, 1997.

***   Incorporated by reference from the Registrant's Form 10-K for the year
      ended December 31, 1998.

****  Incorporated by reference from the Registrant's Form 8-K filed on
      February 15, 2000.

            Financial Statements: See Index to Consolidated Financial Statements
      on page F-1.

      (b)   Reports on Form 8-K

      The Company did not file any reports on Form 8-K during the fourth quarter
      of the fiscal year ended December 31, 1999.

      (c)   Exhibits

      The Exhibits set forth in (a) above are filed as part of this Annual
      Report on Form 10-K.

      (d)   Financial Statement Schedules

      Information required by schedules called for under Regulation S-X is
      either not applicable or is included in the financial statements or notes
      thereto.


                                       23
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                           PARAMOUNT FINANCIAL CORPORATION

Dated: March 21, 2000                      By: /s/ Glenn Nortman
                                               ------------------------------
                                           Glenn Nortman,
                                           Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

Signature                    Title                               Date
---------                    -----                               ----

/s/ Glenn Nortman            Chief Executive Officer             March 21, 2000
--------------------------     and Director
Glenn Nortman                (Principal Executive Officer)


/s/ Jeffrey Nortman          Chief Operating Officer             March 21, 2000
--------------------------     and Director
Jeffrey Nortman


/s/ Anthony Fernandez        Director of Finance                 March 21, 2000
--------------------------   (Principal Financial Officer and
Anthony Fernandez            Principal Accounting Officer)


/s/ William H. Kelly         Director                            March 21, 2000
--------------------------
William H. Kelly


/s/ Larry Austin             Director                            March 21, 2000
--------------------------
Larry Austin


                                       24
<PAGE>

                    5B Technologies Corporation and Subsidiaries
           (formerly Paramount Financial Corporation and Subsidiaries)
                   Index to Consolidated Financial Statements
                                December 31, 1999

     Reports of Independent Certified Public Accountants           F-2-F-3

     Consolidated Financial Statements:
     Balance sheets as of December 31, 1998 and 1999               F-4
     Statements of operations for each of the three years
       in the period ended December 31, 1999                       F-5
     Statements of stockholders' equity for each of the
       three years in the period ended December 31, 1999           F-6
     Statements of cash flows for each of the three years
       in the period ended December 31, 1999                       F-7
     Notes to consolidated financial statements                    F-8-F-24

Information required by schedules called for under Regulation S-X is either not
applicable or is included in the financial statements or notes thereto.


                                      F-1
<PAGE>

Report of Independent Certified Public Accountants

Board of Directors and Shareholders
5B Technologies Corporation and Subsidiaries
Jericho, New York

We have audited the accompanying consolidated balance sheet of 5B Technologies
Corporation and Subsidiaries (formerly Paramount Financial Corporation and
Subsidiaries) as of December 31, 1999, and the related consolidated statements
of operations, stockholders' equity and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 5B Technologies Corporation and
Subsidiaries (formerly Paramount Financial Corporation and Subsidiaries) as of
December 31, 1999, and the results of their operations and their cash flows for
the year then ended in conformity with generally accepted accounting principles.


/s/ BDO Seidman, LLP

Melville, New York
March 6, 2000


                                      F-2
<PAGE>

Report of Independent Public Accountants

To 5B Technologies Corporation and Subsidiaries:
Jericho, New York

We have audited the accompanying consolidated balance sheet of 5B Technologies
Corporation and Subsidiaries (formerly Paramount Financial Corporation and
Subsidiaries) as of December 31, 1998, and the related consolidated statements
of operations, stockholders' equity and cash flows for each of the two years in
the period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 5B Technologies Corporation and
Subsidiaries (formerly Paramount Financial Corporation and Subsidiaries) as of
December 31, 1998, and the results of their operations and their cash flows for
each of the two years in the period ended December 31, 1998 in conformity with
generally accepted accounting principles.


/s/ Arthur Andersen LLP

Melville, New York
March 12, 1999


                                      F-3
<PAGE>

                  5B Technologies Corporation and Subsidiaries
           (formerly Paramount Financial Corporation and Subsidiaries)

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                             December 31,
                                                                                    ----------------------------
                                                                                        1998            1999
----------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>             <C>
Assets
   Cash and cash equivalents                                                        $  1,495,082    $  1,003,752
   Investments available for sale                                                        613,188       1,082,676
   Accounts receivable, net of allowance for bad debts of $70,000                      2,632,258       2,993,259
   Net investment in direct finance and sales-type leases                             30,059,378      16,232,749
   Assets held under operating leases, net of accumulated depreciation                 7,263,181       2,990,213
   Other assets                                                                        3,183,523       3,195,706
----------------------------------------------------------------------------------------------------------------
      Total assets                                                                  $ 45,246,610    $ 27,498,355
================================================================================================================
Liabilities and Stockholders' Equity
Liabilities:
   Notes payable                                                                    $  4,313,189    $  3,769,278
   Accounts payable                                                                      942,431         745,839
   Accounts payable - leases                                                             100,000              --
   Accrued expenses                                                                      658,392         643,761
   Obligations for financed equipment - non-recourse                                  33,435,459      16,755,509
----------------------------------------------------------------------------------------------------------------
     Total liabilities                                                                39,449,471      21,914,387
----------------------------------------------------------------------------------------------------------------
Commitments and contingencies (Note 12)
Stockholders' equity:
   Preferred stock, $.01 par value; 5,000,000 shares authorized, none outstanding             --              --
   Common stock, $.04 par value, 17,500,000 shares authorized, 2,160,000 shares
      issued                                                                              86,400          86,400
   Additional paid-in capital                                                         14,456,728      14,504,629
   Stock subscription receivable                                                        (812,500)       (812,500)
   Accumulated deficit                                                                (7,882,884)     (8,143,956)
   Treasury stock at cost, 24,500 shares                                                 (50,605)        (50,605)
----------------------------------------------------------------------------------------------------------------
     Total stockholders' equity                                                        5,797,139       5,583,968
----------------------------------------------------------------------------------------------------------------
      Total liabilities and stockholders' equity                                    $ 45,246,610    $ 27,498,355
================================================================================================================
</TABLE>

               See accompanying summary of accounting policies and
                   notes to consolidated financial statements.


                                      F-4
<PAGE>

                  5B Technologies Corporation and Subsidiaries
           (formerly Paramount Financial Corporation and Subsidiaries)

                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                 Years Ended December 31,
                                                        --------------------------------------------
                                                            1997            1998            1999
----------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>             <C>
Revenues:
   Sales and service                                    $ 21,405,788    $ 30,391,446    $ 19,434,106
   Lease revenue                                           9,829,991       7,478,750       6,056,660
   Fee, interest and other income                          1,159,062         615,295         502,147
----------------------------------------------------------------------------------------------------
      Total revenues                                      32,394,841      38,485,491      25,992,913
----------------------------------------------------------------------------------------------------
Costs and expenses:
   Cost of sales                                          19,933,213      28,157,266      13,657,575
   Lease expense                                           9,499,365       7,172,273       6,349,462
   Selling, general and administrative expenses            3,746,712       4,947,718       6,067,286
   Interest expense                                               --          51,324          97,230
----------------------------------------------------------------------------------------------------
      Total costs and expenses                            33,179,290      40,328,581      26,171,553
----------------------------------------------------------------------------------------------------
Loss before provision for (benefit from) income taxes       (784,449)     (1,843,090)       (178,640)
        Provision for (benefit from) income taxes           (288,111)         (9,286)         82,432
----------------------------------------------------------------------------------------------------
Net loss                                                $   (496,338)   $ (1,833,804)   $   (261,072)
====================================================================================================

Basic loss per common share                                   $(0.25)         $(0.89)         $(0.12)
====================================================================================================
Diluted loss per common share                                 $(0.25)         $(0.89)         $(0.12)
====================================================================================================

Shares used in computing net loss per share:
      Basic                                                1,991,117       2,067,842       2,135,500
====================================================================================================
      Diluted                                              1,991,117       2,067,842       2,135,500
====================================================================================================
</TABLE>

               See accompanying summary of accounting policies and
                   notes to consolidated financial statements.


                                      F-5
<PAGE>

                  5B Technologies Corporation and Subsidiaries
           (formerly Paramount Financial Corporation and Subsidiaries)

                 Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>
                                        Common Stock        Additional        Stock
                                -------------------------     Paid-In     Subscription   Accumulated     Treasury
                                  Shares         Amount       Capital      Receivable      Deficit         Stock           Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>           <C>           <C>            <C>            <C>            <C>
Balance, December 31, 1996       7,990,000    $    79,000   $13,644,228   $        --    $(5,552,742)   $        --    $ 8,171,386
  Purchase of treasury stock            --             --            --            --             --        (29,365)       (29,365)
   Net loss                             --             --            --            --       (496,338)            --       (496,338)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997       7,990,000         79,900    13,644,228            --     (6,049,080)       (29,365)     7,645,683
  One-for-four reverse stock
     split                      (5,992,500)            --            --            --             --             --             --
  Issuance of common stock         162,500          6,500       812,500      (812,500)            --             --          6,500
  Purchase of treasury stock            --             --            --            --             --        (21,240)       (21,240)
  Net loss                              --             --            --            --     (1,833,804)            --     (1,833,804)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998       2,160,000         86,400    14,456,728      (812,500)    (7,882,884)       (50,605)     5,797,139
  Issuance of warrants                  --             --        47,901            --             --             --         47,901
  Net loss                              --             --            --            --       (261,072)            --       (261,072)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999       2,160,000    $    86,400   $14,504,629   $  (812,500)   $(8,143,956)   $   (50,605)   $ 5,583,968
===================================================================================================================================
</TABLE>

               See accompanying summary of accounting policies and
                   notes to consolidated financial statements.


                                      F-6
<PAGE>

                  5B Technologies Corporation and Subsidiaries
           (formerly Paramount Financial Corporation and Subsidiaries)
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                       Years ended December 31,
                                                              -------------------------------------------
                                                                 1997            1998            1999
---------------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>             <C>
Cash flows from operating activities:
   Net loss                                                 $   (496,338)   $ (1,833,804)   $   (261,072)
   Adjustments to reconcile net loss to net cash provided
      by operating activities:
      Deferred income taxes                                     (351,814)        (73,848)             --
      Depreciation and amortization                            6,721,854       5,558,520       4,608,490
      Provision for losses on operating lease residuals               --              --         (90,021)
      Amortization of discounts on investments                  (205,082)        (26,953)             --
      Issuance of warrants                                            --              --          25,000
      Equity received for services provided                           --              --        (438,000)
      Changes in operating assets and liabilities:
        Accounts receivable                                    1,121,534      (1,493,779)       (361,001)
        Other assets                                            (396,901)     (1,556,671)       (354,959)
        Accounts payable                                         245,270        (365,065)       (196,592)
        Accrued expenses                                         194,928         275,295         (14,631)
--------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                      6,833,451         483,695       2,917,214
--------------------------------------------------------------------------------------------------------
   Cash flows from investing activities:
      Accounts payable - leases                              (17,525,950)       (608,568)       (100,000)
      Purchase of equipment for direct finance leases and
        sales-type leases                                    (38,158,975)    (11,787,818)     (3,193,848)
      Termination of direct finance leases                     4,499,046       3,159,587       2,346,089
      Proceeds applied to direct finance leases and
        sales-type leases                                     12,327,521      18,159,432      14,674,391
      Purchase of equipment for operating leases                (346,733)     (8,178,032)       (325,806)
      Termination of operating leases                          6,972,505         481,980         541,310
      Residual value sharing arrangements                      4,628,698         856,969              --
      Payments for acquisitions, net of cash acquired                 --      (1,010,172)        (95,331)
      Purchase of investments                                (14,187,250)     (3,697,782)       (498,488)
      Proceeds from sale/maturity of investments              14,031,717       6,636,003         467,000
--------------------------------------------------------------------------------------------------------
Net cash (used in) provided by investing activities          (27,759,421)      4,011,599      13,815,317
--------------------------------------------------------------------------------------------------------
   Cash flows from financing activities:
      Proceeds from sale of common stock                              --           6,500              --
      Repurchase of common stock                                 (29,365)        (21,240)             --
      Proceeds from notes payable                              3,894,286       5,183,606       2,006,877
      Repayment of notes payable                              (1,256,305)     (3,526,782)     (2,550,788)
      Increase in non-recourse lease financing                38,818,439      19,139,928       2,888,589
      Termination of non-recourse lease financing             (3,463,973)     (2,864,077)     (1,138,707)
      Repayments and interest amortization applied to
        non-recourse lease financing                         (18,528,237)    (23,127,796)    (18,429,832)
--------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities           19,434,845      (5,209,861)    (17,223,861)
Cash and cash equivalents, beginning of period                 3,700,774       2,209,649       1,495,082
--------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                    $  2,209,649    $  1,495,082    $  1,003,752
Supplemental cash flow information:
   Cash paid for income taxes                               $     48,574    $     87,232    $     33,055
   Cash paid for interest                                   $  2,936,823    $  2,714,790    $  2,065,634
========================================================================================================
</TABLE>

               See accompanying summary of accounting policies and
                   notes to consolidated financial statements.


                                      F-7
<PAGE>

                  5B Technologies Corporation and Subsidiaries
           (Formerly Paramount Financial Corporation and Subsidiaries)

                   Summary of Significant Accounting Policies

Nature of Business

5B Technologies Corporation (formerly Paramount Financial Corporation) and
subsidiaries ("5B" or the "Company") is a comprehensive business solution
provider, offering customers a wide range of integrated services, including
Internet solutions, information technology ("IT") consulting, systems
integration, staffing services and lease financing.

Effective February 11, 2000, 5B Technologies Corporation and Subsidiaries was
created as a holding company for Paramount Financial Corporation. Paramount
Financial Corporation became a wholly owned subsidiary of 5B Technology
Corporation and was renamed Paramount Operations Inc. Paramount Financial
Corporation was incorporated in the state of Delaware in July 1991.

The Company operates primarily through three wholly owned subsidiaries:
Paramount Operations, Inc. ("Paramount"), Paratech Resources, Inc. ("Paratech")
and Deltaforce Personnel Services, Inc. ("DeltaGroup").

Paramount provides technology planning, asset management and lease financing.

Paratech provides a complete range of advanced technological services, including
fully integrated solutions for Internet and e-commerce businesses, Internet
marketing, applications development, systems integration, hardware and software
procurement, multi-platform integration services and personnel outsourcing to
small and mid-sized companies primarily in the New York Metropolitan area.

DeltaGroup is a provider of temporary and permanent placement staffing to the
legal industry. DeltaGroup offers its clients, which consist primarily of New
York based law firms and corporate legal departments, an array of experienced
legal support staff 24 hours a day seven days a week. DeltaGroup also provides
temporary and permanent placement of IT professionals to various businesses.

Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All intercompany balances and transactions have
been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.


                                      F-8
<PAGE>

Cash Equivalents

The Company considers all highly liquid debt and equity instruments with an
original maturity of three or less months to be cash equivalents. Cash
equivalents include investments in money market funds and are stated at cost,
which approximates market value.

Investments Available for Sale

Marketable securities are stated in accordance with Statement of Financial
Accounting Standards No. 115 ("SFAS 115"), "Accounting for Certain Investments
in Debt and Equity Securities". Securities classified as available for sale are
reported at fair value, with unrealized gains and losses excluded from earnings
and reported as a separate component of stockholders' equity. Gains and losses
on the disposition of securities are recognized on the specific identification
method in the period in which they occur.

At December 31, 1998 and 1999, investments available for sale consist of United
States government and agency bonds with original maturities of one year or less
and a mutual fund. The cost of debt securities is adjusted for accretion of
discount to maturity and recorded as interest income and interest income is
recorded on the mutual fund as earned. At December 1998 and 1999, the cost basis
of these securities approximates market value.

During 1999, the Company received payment for services provided, in lieu of
cash, of 250,000 shares and a warrant to purchase 50,000 shares of a privately
held company. The fair value of these investments at December 31, 1999 was
approximately $438,000 (which equaled the fair value at the date shares and
warrants were received).

Net Investment in Direct Finance and Sales-Type Leases

The net investment in direct finance and sales-type leased assets consists of
the present value of the future minimum lease payments plus the present value of
the residual value, if any (collectively referred to as the "net investment").
The residual value is the estimated fair market value of the leased assets at
lease expiration.

Completed lease contracts which qualify as direct finance and sales-type leases,
as defined by Statement of Financial Accounting Standards No. 13, ("SFAS 13")
"Accounting for Leases", are accounted for on the balance sheet by recording the
total minimum lease payments receivable, the estimated residual value of the
leased equipment and unearned income. The unearned lease income represents the
excess of the total minimum lease payments and the estimated residual value
expected to be realized, over the cost of the related equipment. The unearned
income is recognized as revenue over the term of each lease by applying a
constant periodic rate of return to the declining net investment in each lease.

Lease revenue includes that portion of unearned income amortized into income
during the current period. Revenue recognized at the inception of a sales-type
lease is recorded in sales.

Assets Held Under Operating Leases

Assets held under operating leases consist of the equipment at cost, net of
accumulated depreciation. Depreciation is recognized on a straight-line basis
over the lease term up to the Company's estimate of the


                                      F-9
<PAGE>

equipment's residual value at lease expiration. Accumulated depreciation was
approximately $4,453,000 and $6,055,000 at December 31, 1998 and 1999,
respectively. During the fourth quarter of 1999, additional depreciation expense
of $182,000 was recorded in order to record the residual value associated with
certain operating leases to fair value.

Lease revenue includes the contractual lease payments and is recognized on a
straight-line basis over the lease term.

Residual Values

The Company's residual value estimates are based on current market conditions
and published residual value projections, as determined at lease inception. On
an ongoing basis, the Company compares its residual value estimates against
currently published independent forecasts of equipment values at lease
expiration as well as other known market conditions. If the residual value is
determined to be excessive and the decline in residual value is judged to other
than temporary, the Company revises its residual values accordingly with
corresponding adjustments to income and unearned income. During the year ended
December 31, 1998, the Company entered into residual value sharing agreements
whereby an equipment investor or a financial institution purchased a portion of
the residual value of the equipment on lease in exchange for a right to share in
re-marketing proceeds received upon lease expiration. The proceeds received were
used to reduce the cost basis and the residual value in the leased assets.

Revenue Recognition

The Company records revenues when products are shipped and title transfers to
the customer or services are provided to customers. When equipment is sold to
another computer leasing and trading company (a "broker"), the transfer of title
and recognition of revenue generally occur upon the receipt of a payment from
the broker.

From time to time, the Company will receive payment prior to the transfer of
title or purchase of the related inventory or performance of services. The
Company records such amounts as unearned sales revenue on the balance sheet.
Upon shipment and transfer of title, unearned sales revenue is reversed and
recorded as equipment sales or service revenues, respectively.

The Company records revenue from the sale of leased equipment to an equipment
investor upon transfer of title to the equipment. Subsequent to a sale of this
variety, the Company generally is a party to a re-marketing agreement under
which it may earn additional income from the asset's future re-lease or sale
value upon lease termination or expiration.

See Net Investment in Direct Finance and Sales-Type Leases and Assets Held Under
Operating Leases for a discussion of revenues earned under leasing transactions.

Lease Expense

Lease expense includes depreciation on assets held under operating leases,
interest expense on obligations for financed equipment and sublease rental
expense. The cost of equipment recognized at the inception of a sales-type lease
is reflected in cost of sales.


                                      F-10
<PAGE>

Income Taxes

The Company accounts for income taxes using the liability method. Under the
liability method, deferred income taxes are provided on the differences between
the carrying values of assets and liabilities for financial reporting and tax
purposes at the enacted rate.

Net Loss Per Common Share

Basic loss per share is computed by dividing net loss by the weighted average
number of common shares outstanding. Diluted loss per share reflect, in periods
in which they have a dilutive effect, the effect of common shares issuable upon
exercise of stock options and warrants.

Options to purchase approximately 211,650 shares of common stock at exercise
prices ranging from $0.44 to $2.38 per share and warrants to purchase
approximately 110,000 shares of common stock at prices ranging from $0.85 to
$2.34 per share were outstanding during a portion of 1999 but were not included
in the computation of diluted earnings per share because they are anti-dilutive.
(See Notes 7(a) and 12(d)). These options and warrants expire through 2009 and
2004, respectively. Options to purchase approximately 186,000 shares of common
stock at exercise prices ranging from $0.44 to $2.38 per share were outstanding
during a portion of 1998 but were not included in the computation of diluted
earnings per share because they were anti-dilutive. Options to purchase
approximately 41,250 shares of common stock at exercise prices ranging from
$1.50 to $2.38 per share were outstanding during portions of 1997 and were not
included in the computation of diluted earnings per share because they were
anti-dilutive.

Stock-Based Compensation

The Company accounts for its stock option awards under the intrinsic value based
method of accounting prescribed by Accounting Principles Board Option No. 25
"Accounting for Stock Issued to Employees". Under the intrinsic value based
method, compensation cost is the excess, if any, of the quoted market price of
the stock at grant date or other measurement date over the amount an employee
must pay to acquire the stock. The Company makes pro forma disclosure of net
income and earnings per share as if the fair value based method of accounting
had been applied as required by Statement of Financial Accounting Standards
("SFAS 123"), "Accounting for Stock-Based Compensation.

Long-Lived Assets

Long-lived assets, such as goodwill and property and equipment, are evaluated
for impairment when events or changes in circumstances indicate that the
carrying amount of the assets may not be recoverable through the estimated
undiscounted future cash flows from the use of these assets. When any such
impairment exists, the related assets will be written down to the fair market
value. No impairment losses have been necessary through December 31, 1999.

Acquisitions

The net assets of businesses purchased are recorded at their fair value at the
acquisition date and the consolidated financial statements include their
operations from that date. Any excess of acquisition costs over the fair value
of identifiable net assets acquired is included in goodwill and is amortized on
a straight-line basis


                                      F-11
<PAGE>

over periods not exceeding 15 years. Certain acquisitions provide for contingent
consideration, primarily cash, to be paid in the event certain financial
performance targets are satisfied over periods typically not exceeding two years
from the date of acquisition.

The Company's policy is to record a liability for such amounts when it becomes
probable that targets will be met.

Fair value of Financial Instruments

The carrying amounts reported in the consolidated balance sheets for cash and
cash equivalents, accounts receivable, accounts payable and accrued liabilities
approximate fair value because of the immediate or short-term maturity of these
financial instruments. The carrying amount reported for long-term debt
approximates fair value because certain of the underlying instruments are at
variable rates, which are repriced frequently. The remaining portion of
long-term debt approximates fair value because the interest approximates current
market rates for financial instruments with similar maturities and terms.


                                      F-12
<PAGE>

                  5B Technologies Corporation and Subsidiaries
           (formerly Paramount Financial Corporation and Subsidiaries)

                   Notes to Consolidated Financial Statements

Note 1: Acquisitions

(a)   Web Business Systems, Inc.

      On March 3, 1999, Paratech acquired certain assets of Web Business
      Systems, Inc. ("Web"), a privately held New York based web hosting and
      development company for a total purchase price of $73,000. The purchase
      price consisted of $50,000 in cash and a warrant, which expires in
      February 2004, to purchase 10,000 shares of the Company's common stock at
      $2.34, which equaled the market value of the Company's common stock on the
      date of acquisition. The acquisition was accounted for as a purchase. The
      acquisition agreement provided for additional consideration of $30,000 to
      be paid if the acquired entity's results of operations exceed certain
      targeted levels. This additional consideration was earned during 1999. The
      excess of the aggregate purchase price over the net assets acquired of
      approximately $118,000 is being amortized over 10 years.

(b)   Abbey, Garrett and Seth, Ltd.

      On October 23, 1998, Paratech acquired 100% of the outstanding shares of
      Abbey, Garrett and Seth, Ltd, (d/b/a Comptech Resources) ("Comptech'), a
      privately held, systems consulting, software applications and Internal
      commerce development firm for approximately $272,000. The acquisition was
      accounted for as a purchase. The excess of the aggregate purchase price
      over the net assets acquired of approximately $551,000 is being amortized
      over 10 years. In connection with this acquisition the Company entered
      into non-compete agreements with three key executives for an aggregate
      consideration of $380,000, $105,000 of which was paid at closing with
      $25,000 due quarterly through October 23, 2001 (See Note 5(c)).

(c)   RBW Staffing Resources, Inc.

      On July 28, 1998, Deltaforce, a wholly owned subsidiary of the Company,
      acquired certain assets from RBW Staffing Resources, Inc. (d/b/a
      Wordsmiths) ("Wordsmiths"), a privately held New York City based staffing
      company for approximately $440,000, which included $100,000 of notes
      payable. The acquisition was accounted for as a purchase. The excess of
      the aggregate purchase price over the net assets acquired of approximately
      $440,000 is being amortized over 15 years. In connection with this
      acquisition Deltaforce entered into non-compete agreements with two key
      executives of Wordsmiths for an aggregate consideration of $460,000,
      $60,000 of which was paid at closing with $150,000 due on July 28, 1999
      and $250,000 due on July 28, 2000. Such non-compete agreements are
      included in other assets and are being amortized over the terms of the
      agreement of 5 years. In addition, simultaneous with the closing of the
      transaction, the Company entered into a stock purchase agreement with the
      former shareholder of Wordsmiths (the "Shareholder"). Under the terms of
      this agreement, the Company sold 162,500 shares of newly issued $.04 par
      value common stock to the Shareholder as follows: (1) 81,250 shares at
      $4.00 per share and (2) 81,250 shares at $6.00 per share. The Shareholder
      paid for the stock with cash equal to the par value of the shares issued,
      $6,500, and


                                      F-13
<PAGE>

      by the issuance of two non-recourse secured promissory notes and stock
      pledge agreements restricting the issuance of the stock until the notes
      are paid in full. The notes mature on July 27, 2001. The operations of
      Wordsmiths was merged into Deltaforce to create The DeltaGroup.

(d)   Deltaforce Personnel Services, Inc.

      On January 9, 1998, the Company acquired 100% of the outstanding shares of
      Deltaforce Personnel Services, Inc., a privately held New York City based
      staffing company, for approximately $560,000, which included $162,500 of
      notes payable. The acquisition was accounted for as a purchase. The
      acquisition agreement provided for additional consideration of $162,500 to
      be paid if the acquired entity's results of operations exceeded certain
      targeted levels and certain forfeiture events do not occur. During 1999, a
      forfeiture event occurred and the additional consideration earned was
      reduced to $81,250. The excess of the aggregate purchase price over the
      net assets acquired of approximately $545,000 is being amortized over 15
      years.

Note 2: Direct Finance and Sales-Type Leases

      The net investment in direct finance and sales-type leases was comprised
      of the following:

           December 31,                                  1998          1999
           ---------------------------------------------------------------------
           Total minimum lease payments receivable   $30,895,900   $16,282,746
           Estimated residual value of equipment       1,727,787     1,071,785
           ---------------------------------------------------------------------
                                                      32,623,687    17,354,531
           Less: Unearned income                       2,564,309     1,121,782
           ---------------------------------------------------------------------
           Net investment in direct finance and
             sales-type leases                       $30,059,378   $16,232,749
           =====================================================================

      During the fourth quarter 1999, the Company wrote down the residual value
      of certain lease contracts by approximately $289,000.

Note 3: Future Minimum Lease Payments

      Future minimum lease rentals to be received by the Company under
      non-cancelable direct finance, sales-type and operating leases are as
      follows:

           Years ending         Direct Finance and
           December 31,         Sales-Type Leases      Operating Leases
           ---------------------------------------------------------------
           2000                      $9,155,536            $1,224,061
           2001                       4,996,532               524,564
           2002                       1,123,881                25,084
           2003                         513,065                    --


                                      F-14
<PAGE>

Note 4: Obligations for Financed Equipment - Non-Recourse

      Under various arrangements with banks and financial institutions, the
      Company finances substantially all of its equipment leases with
      non-recourse notes. In exchange for these future rentals, the Company
      receives a discounted cash payment. These notes provide for an assignment
      of future lease rentals to these institutions at effective interest rates
      (which range between 6.0% and 10.8%). In the event of default by a lessee,
      the financial institution has a first lien on the underlying equipment,
      with no further recourse against the Company. The underlying equipment
      securing these non-recourse notes represents the Company's assets under
      direct finance, sales-type and operating leases, which book value totaled
      approximately $37.3 million and $19.4 million at December 31, 1998 and
      1999.

      Future maturities on non-recourse notes are:

             Years ending
             December 31,                   Lease Payments
             ---------------------------------------------------------
             2000                             $10,340,623
             2001                               5,573,738
             2002                               1,211,732
             2003                                 520,349
             ---------------------------------------------------------
                                               17,646,442
             Less: Interest                       890,933
             ---------------------------------------------------------
                                              $16,755,509
             =========================================================

Note 5: Notes Payable and Other Financing

      Notes payable were comprised of:

             December 31,                           1998            1999
             ----------------------------------------------------------------
             Notes payable to financial
               institutions (a)                  $1,601,990      $1,363,933
             Credit facilities (b)                1,773,699       1,899,095
             Notes payable (c)                      937,500         506,250
             ----------------------------------------------------------------
                                                 $4,313,189      $3,769,278
             ================================================================

(a)   During 1998, the Company entered into a total of nine notes payable
      agreements totaling approximately $2,925,000 with a financial institution
      to finance the residual value of certain equipment on lease, at an
      interest rate of prime (8.50% at December 31, 1999) plus 0.25%. Interest
      is payable quarterly and the principal amount is due 60 days after lease
      expiration. These notes mature through 2001. The equipment on lease and
      the related lease serve as collateral for the notes payable.

      The Company entered into a similar notes payable in the amount of $18,036
      with the same institution in 1998, respectively, and repaid the loans in
      the same year.

      No such transactions were entered into during 1999.


                                      F-15
<PAGE>

(b)   In December 1997, the Company entered into a loan agreement with a bank
      for a $2,000,000 credit facility, which expired on December 30, 1998, to
      finance the purchase of equipment on leases that are approved by the bank.
      The bank will receive notes equal to the discounted rental payments under
      the leases being financed using the bank's current interest rate. The
      notes are payable monthly as the lease payments become due. As collateral
      for the notes, the bank has a first priority security interest in the
      equipment and the underlying lease. Under the agreement the Company's
      Paramount subsidiary was not in compliance with the debt covenant
      requiring tangible net worth of at least $8 million. As of December 31,
      1999, the Company had $19,000 outstanding at a rate of 8.08%. The loan
      will mature in 2000.

      The Company maintains a $2,000,000 revolving line of credit agreement with
      a finance company for its subsidiary Paratech, secured by accounts
      receivable of Paratech. Interest on outstanding borrowings accrues at the
      prime rate (8.50% at December 31, 1999) plus 1-1/2%. Borrowings are
      limited to 85% of eligible accounts receivable. This facility allows the
      Company to purchase computer hardware from its vendors with net 30-day
      terms interest free. At the expiration of the net 30-day period, the
      Company has the option of paying the amount due or, provided the Company
      has sufficient eligible collateral, borrowing under the credit facility.
      As of December 31, 1999, Paratech had $978,000 outstanding under this
      line, of which $665,000 was classified as debt. Under the agreement, the
      Company's Paratech subsidiary was not in compliance with the debt covenant
      requiring a liability to net worth ratio of less that 8 to 1. Paratech has
      obtained a waiver from the finance company for non-compliance with the
      aforementioned covenant for the year ended December 31, 1999.

      In addition, in connection with the acquisition of Comptech, the Company
      assumed all outstanding obligations under a similar arrangement between
      Comptech and the same finance company. This facility has been repaid in
      full.

      In April 1998, the Company entered into a $500,000 term loan with a bank
      collateralized by $600,000 in cash maintained in an investment account.
      Interest accrues at a rate of 8.14% and principal payments of
      approximately $41,600 and interest are due on a quarterly basis through
      April 20, 2001. As of December 31, 1999, approximately $250,000 remains
      outstanding under this agreement. Under the agreement, the Company's
      Paramount subsidiary was not in compliance with the debt covenant
      requiring minimum net worth of at least $7.0 million. Paramount has
      obtained a waiver from the bank for non-compliance with the aforementioned
      covenant for the year ended December 31, 1999.

      In addition, the Company entered into a demand note with the same bank, in
      July 1999, collateralized by the same $600,000 in cash as the term loan
      for $215,000. Interest accrues at the prime rate (8.50% at December 31,
      1999) plus 1% and is paid quarterly. As of December 31, 1999,
      approximately $215,000 remains outstanding.

      In January 1998, the Company entered into a $750,000 revolving line of
      credit agreement with a bank secured by accounts receivable which expires
      on June 30, 2000. Interest on outstanding borrowings accrues at the bank's
      prime rate (8.5% at December 31, 1999) plus 1%, and interest is paid
      monthly.


                                      F-16
<PAGE>

      Borrowings are limited to 80% of eligible accounts receivable. As of
      December 31, 1999, $750,000 was outstanding under this line.

(c)   In connection with the acquisitions described in Note 3, the Company
      entered into promissory notes with several individuals. Interest on such
      notes ranges from 0% to 8.5%. The interest components of those
      non-interest bearing notes are immaterial. Annual maturities are $350,000
      and $75,000 in 2000 and 2001, respectively.

Note 6: Income Taxes

The provision for (benefit from) income taxes is comprised of:

        Years ended December 31,           1997          1998           1999
        ======================================================================
        Current:
           Federal                     $       --    $         --     $73,795
           State                           63,703          43,328       8,637
                                      ----------------------------------------
                                           63,703          43,328      82,432
                                      ----------------------------------------
        Deferred:
           Federal                       (251,928)       (532,055)    (72,730)
           State                          (99,886)        (82,362)     (6,241)
                                      ----------------------------------------
                                         (351,814)       (614,417)    (78,971)
                                      ----------------------------------------
        Valuation allowance                    --         561,803      78,971
                                      ----------------------------------------
        Total                           $(288,111)     $   (9,286)    $82,432
                                      ========================================

Significant components of deferred income tax assets and (liabilities) are:

                                                     1998            1999
      -----------------------------------------------------------------------
      Depreciation                                 $ 655,323      $ 369,668
      Lease transactions treated differently
        for tax and financial reporting
        purposes                                    (726,226)       (45,187)
      Net operating loss carryforwards               600,320        354,361
      Other                                          122,386         51,932
      Valuation allowance                           (651,803)      (730,774)
      -----------------------------------------------------------------------
      Net deferred income tax                      $      --      $      --
      =======================================================================

The Company has net operating loss carryforwards for income tax reporting
purposes of approximately $719,000 expiring through 2013 and an alternative
minimum tax credit carryforward of $73,795. A full valuation allowance has been
provided against the net deferred tax asset due to the uncertainty at December
31, 1999 as to their realization.


                                      F-17
<PAGE>

The following reconciliation presents the principal reasons for the difference
between income taxes calculated at the United States federal statutory income
tax rate (34%) and the provision for (benefit from) income taxes:

            Years ended December 31,        1997           1998        1999
        ----------------------------------------------------------------------
        Federal income tax expense
          (benefit) at U.S. statutory
          rate                           $(266,713)     $(626,651)   $(60,738)
        Permanent differences                   --             --      47,588
        Alternative minimum tax                 --             --      73,795
        Change in valuation allowance           --        561,803          --
        State taxes, net of federal
          benefit                           39,547         43,328       5,700
        All other, net                     (60,945)        12,234      16,087
                                         -------------------------------------
                                         $(288,111)     $  (9,286)   $ 82,432
                                         =====================================

Note 7: Stockholders' Equity

(a)   Class A and Class B Warrants

      On January 22, 1996 ("Effective Date"), the Company consummated an initial
      public offering of its securities. In connection with the offering, the
      Company issued a total of 1,495,000 units, inclusive of the underwriter's
      over-allotment option, which was exercised in full, at a price of $7.00
      per unit. Each unit sold in the offering consisted of two shares of common
      stock and two redeemable Class A warrants. The common stock and Class A
      warrants were detachable and trade separately. The Class A warrants were
      exercisable commencing one year from the Effective Date. Four Class A
      warrants entitle the holder to purchase one share of common stock at
      $16.00 per share (after giving effect to a one-for-four reverse stock
      split of the common stock effected May 19, 1998 and subject to adjustment
      for anti-dilution) during the four year period commencing one year from
      the Effective Date. The Class A warrants are redeemable by the Company for
      $0.05 per warrant in the event that the closing bid price of the Company's
      common stock exceeds $36.00 per share (after giving effect to the
      one-for-four reverse stock split) for twenty consecutive trading days
      ending within ten days of the notice of redemption. With the prior written
      consent of the underwriter, upon thirty days written notice to all holders
      of the Class A warrants, the Company shall have the right to reduce the
      exercise price and/or extend the term of the class A warrants. None of the
      Class A warrants have been exercised to date.

      In connection with the Company's initial public offering, there was a
      secondary offering of securities by certain non-affiliated lenders of the
      Company (the "Selling Lenders"). The Selling Lenders registered 750,000
      units (consisting of an aggregate of 1,500,000 shares of common stock and
      Class A warrants to purchase an aggregate of 1,500,000 shares of common
      stock), identical to the initial public offering units described above, as
      well as an additional 1,500,000 shares of common stock issuable upon the
      exercise of Class B warrants. The Class B warrants are identical to Class
      A warrants, except that their exercise price is $16.80 per share (after
      giving effect to the one-for-four reverse stock split). They are not
      included for listing on any public trading market and there is no
      solicitation fee payable in connection with their exercise. None of the
      Class B warrants have been exercised to date.


                                      F-18
<PAGE>

(b)   Authorized Shares Outstanding

      Effective May 19, 1998, the Board of Directors of the Company approved a
      reduction of the authorized number of shares of common stock from
      35,000,000 to 17,500,000 and authorized a one-for-four reverse stock split
      of the Company's common stock. The par value of the common stock was
      increased from $.01 to $.04 per share. The preferred stock remained
      unchanged. All shareholders' equity accounts and per share date were
      retroactively adjusted to reflect this split.

(c)   Treasury Shares

      During the year ended December 31, 1997, the Board of Directors of the
      Company approved a plan that would allow for the repurchase of up to
      $500,000 worth of common stock of the Company. The repurchase program took
      effect immediately and was authorized to continue for a period of two
      years. Subject to applicable rules, the plan allowed the Company to
      repurchase shares at any time during the authorized period in any
      increments it deems appropriate. As of December 31, 1998 and 1999, the
      Company had repurchased 24,500 shares for a cash purchase price of
      $50,605.

(d)   Warrants

      In January 1999, the Company, in connection with a service agreement,
      issued warrants, which expire in January 2002, to a third party to
      purchase 100,000 shares of the Company's common stock at an exercise price
      of $0.85 per share for 50,000 shares and $1.25 per share for 50,000
      shares. The fair value of the warrants was approximately $25,000, which
      has been recorded as compensation expense.

Note 8: Stock Option Plans

(a)   Employee Stock Option Plan

      In August 28, 1995, the Board of Directors adopted and the Company's
      shareholders approved the Employee Stock Option Plan (the "Stock Option
      Plan") for all senior executive officers, key employees and consultants of
      the Company pursuant to which 187,500 shares of common stock were reserved
      for issuance. In June 1997, the Board of Directors approved an amendment
      to increase the aggregate number of shares of common stock reserved for
      issuance by 187,500 shares, for a total of 375,000. Additionally, in June
      1999 the Board of Directors approved an amendment to increase the
      aggregate number of shares of common stock reserved for issuance by 125,00
      shares, for a total of 500,000. Options granted under the Stock Option
      Plan may be either incentive stock options ("ISO"), which are intended to
      meet the requirements of Section 422 of the Internal Revenue Code of 1986,
      as amended, or non-qualified stock options ("NSO's"). Under the Stock
      Option Plan, the Board of Directors may grant (i) ISO's at an exercise
      price per share which is not less than the fair market value of a share of
      common stock on the date on which such ISO's are granted (and not less
      than 110% of the fair market value in the case of any optionee who
      beneficially owns more than 10% of the total combined voting power of the
      Company), and (ii) NSO's at an exercise price per share which is
      determined by the Board of Directors (and which may be less than the fair
      market value of a share of common stock on the date on which such NSO's
      are granted). The Stock Option Plan further provides that the maximum
      period in which options may be exercised will be determined by the Board
      of Directors, except that ISO's may not be exercised after the expiration
      of ten years from the date the ISO was initially granted (and five years


                                      F-19
<PAGE>

      in the case of any optionee who beneficially owns more than 10% of the
      total combined voting power of the Company). Any option granted under the
      Stock Option Plan will be nontransferable and may be exercised upon
      payment of the option price in cash, a cash equivalent, common stock or
      any other form of consideration, which is acceptable to the Board of
      Directors.

The following table summarizes the activity under the Stock Option Plan for the
years ended December 31, 1998 and 1999:

                                                                Weighted
                                                                 Average
                                                                Exercise
                                        Shares   Excise Price     Price
      ------------------------------------------------------------------
      Outstanding, December 31,
         1997                           41,250    $1.50-$2.38    $2.00
         Granted                       150,000     0.44-2.50      1.02
         Forfeited                      (5,250)    0.44-1.50       .99
      Outstanding, December 31,
         1998                          186,000     0.44-2.38      1.24
         Granted                        95,750     1.08-2.06      1.62
         Forfeited                     (70,100)    0.44-2.38       .85
      Outstanding, December 31,
         1999                          211,650     0.44-2.38      1.41
      Shares exercisable
         December 31, 1998               3,450     1.50-2.38      2.27
      Shares exercisable
         December 31, 1999              27,346     0.44-2.38       .90

The 211,650 options outstanding as of December 31, 1999 have a weighted average
remaining contractual life of 8.71 years.

The Company accounts for these plans under APB Opinion No. 25, under which no
compensation has been recorded. As of December 31, 1999 the Company has not
issued any options to consultants. Had compensation cost for the plan been
determined in accordance with SFAS 123, the Company's net loss and basic loss
per common share would have been decreased in the following pro forma amounts:

<TABLE>
<CAPTION>
                                                                         December 31,
                                                        ------------------------------------------------
                                                             1997            1998            1999
       -------------------------------------------------------------------------------------------------
       <S>                               <C>                <C>           <C>              <C>
       Net loss                          As reported        $(496,338)    $(1,833,804)     $(261,069)
                                         Pro forma           (518,148)     (1,849,110)      (310,134)

       Basic and diluted loss income
         per common share                As reported           $(0.25)         $(0.89)        $(0.15)
                                         Pro forma             $(0.26)         $(0.89)        $(0.15)
</TABLE>

      The fair value of each stock option grant is estimated as of the date of
      grant using the Black-Scholes option pricing model with the following
      weighted average assumptions:


                                      F-20
<PAGE>

                                                   December 31,
                                   ---------------------------------------------
                                        1997           1998            1999
       -------------------------------------------------------------------------
       Fair value                      $0.25          $0.59           $1.63
       Expected life (years)            3.45           3.87            2.45
       Risk-free interest rate           6.5%           4.8%            5.3%
       Volatility                         71%            73%             68%
       Dividend yield                      0%             0%              0%

      The pro forma effects of applying SFAS 123 are not indicative of future
      amounts because stock option awards are anticipated in future years.

(b)   Director Option Plan

      On October 1, 1995, the Board of Directors of the Company adopted and the
      Company's shareholders approved the Director Option Plan (the "Director
      Plan") pursuant to which 12,500 shares of common stock of the Company were
      reserved for issuance upon the exercise of options granted to non-employee
      directors of the Company. Under the Director Plan, an eligible director of
      the Company will, after having served as a director for one year,
      automatically receive non-qualified stock options to purchase 500 shares
      of common stock per annum at an exercise price equal to the fair market
      value of such shares at the time of grant of such options. Each option is
      immediately exercisable for a period of ten years from the date of grant
      but generally may not be exercised more than 90 days after the date an
      optionee ceases to serve as a director of the Company. As of December 31,
      1999, there were options to purchase 1,000 shares of common stock granted
      to directors under the Director Plan.

Note 9: Employee Savings Plan

The Company has an employee savings plan, which covers all employees who have
completed at least one year or service with the Company and permits participants
to make contributions by salary reduction pursuant to section 401(k) of the
Internal Revenue Code. Company contributions are discretionary. As of December
31, 1998 and 1999, the Company contributed $0 and $34,500, respectively.

Note 10: Segment Information

The Company's results of operations are reviewed and managed through three
segments (i) high technology equipment leasing ("Paramount"), (ii) Internet,
e-commerce and systems integration ("Paratech") and (iii) legal support staff
("DeltaGroup"). The accounting policies of the segments are the same as those
described in the Summary of Significant Accounting Policies. The Company
evaluated segment performance based on net income (loss) for the years ended
December 31, 1997 and 1998. During 1999, the Company decided to change the way
in which it evaluated its segments by using pre-tax income (loss). The following
represents selected financial information for the Company's segments for the
years ended December 31, 1997, 1998 and 1999:


                                      F-21
<PAGE>

                            Paramount      Paratech    DeltaGroup      Total
       -------------------------------------------------------------------------
       1997
       -------------------------------------------------------------------------
       Revenues            $28,620,168    $3,774,673   $       --   $32,394,841
       Cost of sales        16,871,078     3,062,135           --    19,933,213
       Net income (loss)       231,251      (727,589)          --      (496,338)
       Assets               51,956,164     1,106,297           --    53,062,461

       1998
       -------------------------------------------------------------------------
       Revenues             29,090,851     5,411,945    3,982,695    38,485,491
       Cost of sales        20,536,854     4,453,016    3,167,396    28,157,266
       Net loss               (784,797)     (545,290)    (503,717)   (1,833,804)
       Assets               40,559,376     2,581,710    2,105,524    45,246,610

       1999
       -------------------------------------------------------------------------
       Revenues              9,168,201     9,505,458    7,319,254    25,992,913
       Cost of sales         8,334,953     6,595,490    5,076,594    20,007,037
       Pre-tax (loss)
         income                (61,834)      433,556     (550,362)     (178,640)
       Assets               21,920,306     3,723,053    1,854,996    27,498,355
       =========================================================================

Note 11: Significant Customers and Concentrations of Credit

For the years ended December 31, 1997, 1998 and 1999, the following customers
represented in excess of 10% of total revenues for the respective years:

                 Customer             1997          1998         1999
           ---------------------------------------------------------------
                     A                 47%           --           --
                     B                 14%           51%          --
                     C                 --            11%          --

The Company's net investment in direct finance and sales-type leases is
concentrated primarily with end users of the computer equipment. The Company had
various arrangements with banks and financial institutions in which lease
receivables are assigned to the institutions in exchange for a discounted cash
payment. The financing is in the form of non-recourse notes, in which the
financial institution has a lien on the underlying equipment with no further
recourse against the Company. Therefore, the Company has no credit exposure from
these assigned leases.

Note 12: Commitments and Contingencies

(a)   Operating Leases

      The Company leases two office facilities and office equipment under
      operating leases expiring through November 2002. Total rent expense
      amounted to approximately $90,000, $184,000 and $245,000 in 1997, 1998 and
      1999, respectively. Total minimum lease payments due under non-cancelable
      operating leases are as follows:


                                      F-22
<PAGE>

                    2000                             $231,000
                    2001                              207,000
                    2002                               59,000

(b)   Employment Agreements

      In 1999, employment agreements with 2 executives automatically renewed and
      will expire through the end of 2000 (subject to automatic renewal
      provisions) with aggregate minimum payments totaling $650,000.

      In connection with the acquisitions described in Note 1, the Company has
      also entered into employment agreements with 4 executives expiring through
      the end of 2000 with aggregate minimum payments totaling $589,000.

(c)   Legal Proceedings

      The Company is named in an action to the Company's relates to the
      Company's initial public offering in January 1996, in which the Plaintiffs
      allegedly bought shares of the Company (and shares of two other named
      defendants). The case principally focuses on various alleged activities of
      the Company's underwriter and the underwriter's principals and a broker in
      the initial public offering and alleges that the Plaintiffs suffered
      various damages as a result of a range of alleged counts. The Company
      believes that the Plaintiffs' allegations are without merit and intends to
      defend the suit vigorously.

      The Company is subject to legal proceedings and claims that a rise in the
      ordinary course of its business. In the opinion of the management, the
      amount of the ultimate outcome of these actions will not materially affect
      the Company's financial position, results of operations or cash flows.

(d)   Warrants

      A service agreement dated May 8, 1997 between the Company and its former
      investment adviser provided for a portion of compensation in the form of a
      warrant to purchase shares of the Company's common stock. Pursuant to the
      agreement the advisor was granted warrants to purchase 33,333 shares of
      the Company's common stock at $1.50 per share (after giving effect to the
      one-for-four reverse stock split).

Note 13: Supplemental Cash Flow Information


                                      F-23
<PAGE>

                                               Years ended December 31,
                                         ---------------------------------------
                                           1997           1998          1999
      --------------------------------------------------------------------------

      Fair value of assets acquired      $   --        $2,365,376    $      --
      Liabilities assumed                    --        (2,570,194)          --
      Notes issued                           --          (262,500)          --
      Warrants issued                        --                --      (22,901)
      Purchase price in excess of net
                assets acquired              --         1,477,490      118,232
      Cash paid for acquisitions         $   --        $1,010,172    $  95,331


                                      F-24